10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2008

OR

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                      to                     

Commission file number: 0-49992

TD AMERITRADE HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	82-0543156
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4211 South 102^nd Street, Omaha, Nebraska, 68127
(Address of principal executive offices) (Zip Code)
(402) 331-7856
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller Reporting Company o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of July 31, 2008, there were 592,517,390 outstanding shares of the registrant’s common stock.

TD AMERITRADE HOLDING CORPORATION

INDEX

		Page No.
	Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Report of Independent Registered Public Accounting Firm		3
	Condensed Consolidated Balance Sheets		4
	Condensed Consolidated Statements of Income		5
	Condensed Consolidated Statements of Cash Flows		6
	Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27
Item 4.	Controls and Procedures		28
	Part II - OTHER INFORMATION
Item 1.	Legal Proceedings		28
Item 1A.	Risk Factors		29
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities		29
Item 6.	Exhibits		29
	Signatures		31
Employment Agreement
Employment Agreement
Non-Qualified Stock Option Agreement
Amendment to Employment Agreement
Awareness Letter of Independent Registered Public Accounting Firm
Certification of Joseph H. Moglia
Certification of William J. Gerber
Section 1350 Certifications

2

Part I — FINANCIAL INFORMATION

Item 1. —Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
TD AMERITRADE Holding Corporation

We have reviewed the condensed consolidated balance sheet of TD AMERITRADE Holding Corporation (the Company) as of June 30, 2008, and the related condensed consolidated statements of income for the three-month and nine-month periods ended June 30, 2008 and 2007 and condensed consolidated statements of cash flows for the nine-month periods ended June 30, 2008 and 2007. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of TD AMERITRADE Holding Corporation as of September 30, 2007, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated November 23, 2007, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ ERNST & YOUNG LLP

Chicago, Illinois
August 7, 2008

3

TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

	June 30,			September 30,
	2008			2007
	(Unaudited)
ASSETS
Cash and cash equivalents	$	1,928,757		$	413,787
Short-term investments		—			76,800
Cash and investments segregated in compliance with federal regulations		25,002			—
Receivable from brokers, dealers and clearing organizations		5,693,966			6,749,588
Receivable from brokerage clients — net of allowance for doubtful accounts		8,644,374			7,727,969
Receivable from affiliates		122,855			84,903
Other receivables		67,326			92,346
Property and equipment — net of accumulated depreciation and amortization		145,281			92,448
Goodwill		1,943,978			1,768,867
Acquired intangible assets — net of accumulated amortization		1,029,169			1,002,430
Other investments		13,381			8,013
Other assets		79,858			75,176
Total assets	$	19,693,947		$	18,092,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Payable to brokers, dealers and clearing organizations	$	8,881,270		$	8,386,988
Payable to brokerage clients		4,742,691			5,313,576
Trust account deposits		1,283,903			—
Accounts payable and accrued liabilities		392,790			427,063
Payable to affiliates		13,240			13,294
Long-term debt		1,453,375			1,478,375
Capitalized lease obligations		1,179			3,573
Deferred income taxes, net		175,757			314,537
Total liabilities		16,944,205			15,937,406
Stockholders’ equity:
Preferred stock, $0.01 par value; 100 million shares authorized, none issued		—			—
Common stock, $0.01 par value; one billion shares authorized; 631,381,860 shares issued; June 30, 2008 — 592,688,525 shares outstanding; September 30, 2007 — 594,688,031 shares outstanding		6,314			6,314
Additional paid-in capital		1,611,567			1,598,451
Retained earnings		1,714,413			1,086,662
Treasury stock, common, at cost — June 30, 2008 — 38,693,335 shares; September 30, 2007 — 36,693,829 shares		(582,292	)		(537,547	)
Deferred compensation		144			431
Accumulated other comprehensive (loss) income		(404	)		610
Total stockholders’ equity		2,749,742			2,154,921
Total liabilities and stockholders’ equity	$	19,693,947		$	18,092,327

See notes to condensed consolidated financial statements.

4

TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2008			2007			2008			2007
Revenues:
Transaction-based revenues:
Commissions and transaction fees	$	248,861		$	199,097		$	754,017		$	587,983
Asset-based revenues:
Interest revenue		174,940			259,254			635,983			752,886
Brokerage interest expense		(43,008	)		(120,352	)		(217,084	)		(338,358	)
Net interest revenue		131,932			138,902			418,899			414,528
Money market deposit account fees		155,708			134,646			467,634			399,701
Investment product fees		77,552			60,650			223,242			169,803
Total asset-based revenues		365,192			334,198			1,109,775			984,032
Other revenues		9,551			8,512			24,315			29,730
Net revenues		623,604			541,807			1,888,107			1,601,745
Expenses:
Employee compensation and benefits		129,039			114,681			367,167			321,426
Fair value adjustments of compensation-related derivative instruments		—			(1,274	)		764			(1,752	)
Clearing and execution costs		11,110			23,620			32,548			66,515
Communications		17,898			17,738			52,851			64,493
Occupancy and equipment costs		24,030			22,247			74,257			64,620
Depreciation and amortization		9,841			6,068			26,423			19,231
Amortization of acquired intangible assets		15,337			13,574			43,809			40,844
Professional services		28,964			17,247			76,826			63,981
Interest on borrowings		16,344			29,627			62,674			90,777
Other		6,421			10,717			37,460			38,588
Advertising		36,724			33,031			129,490			115,107
Total expenses		295,708			287,276			904,269			883,830
Income before other income and income taxes		327,896			254,531			983,838			717,915
Other income:
Gain on sale of investments		284			—			928			5,716
Pre-tax income		328,180			254,531			984,766			723,631
Provision for income taxes		123,818			95,833			352,848			278,162
Net income	$	204,362		$	158,698		$	631,918		$	445,469
Earnings per share — basic	$	0.34		$	0.27		$	1.06		$	0.74
Earnings per share — diluted	$	0.34		$	0.26		$	1.05		$	0.73
Weighted average shares outstanding — basic		592,948			596,575			594,071			599,506
Weighted average shares outstanding — diluted		602,336			606,131			603,402			609,264

See notes to condensed consolidated financial statements.

5

TD AMERITRADE HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

	Nine Months Ended June 30,
	2008			2007
Cash flows from operating activities:
Net income	$	631,918		$	445,469
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,423			19,231
Amortization of acquired intangible assets		43,809			40,844
Deferred income taxes		(69,753	)		22,939
Gain on sale of investments		(928	)		(5,716	)
Stock-based compensation		20,360			12,950
Other, net		1,915			(3,749	)
Changes in operating assets and liabilities:
Cash and investments segregated in compliance with federal regulations		(25,002	)		215,587
Brokerage receivables		139,217			(2,836,182	)
Receivable from/payable to affiliates, net		(36,585	)		(15,323	)
Other receivables		33,081			(71,499	)
Proceeds from sale of broker-dealer investments in equity securities		—			1,726
Other assets		(6,524	)		(16,406	)
Brokerage payables		(76,611	)		2,567,642
Accounts payable and accrued liabilities		(118,182	)		2,741
Net cash provided by operating activities		563,138			380,254
Cash flows from investing activities:
Purchase of property and equipment		(77,243	)		(37,487	)
Cash equivalents acquired in Fiserv Trust Company acquisition		623,837			—
Cash paid for business combinations		(271,870	)		(3,307	)
Purchase of short-term investments		(328,690	)		(367,025	)
Proceeds from sale of short-term investments		894,277			382,300
Proceeds from sale of other investments available-for-sale		5,227			10,237
Other		10			(13	)
Net cash provided by (used in) investing activities		845,548			(15,295	)

See notes to condensed consolidated financial statements.

6

TD AMERITRADE HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(Unaudited)
(In thousands)

	Nine Months Ended June 30,
	2008			2007
Cash flows from financing activities:
Increase in trust account deposits	$	186,095		$	—
Payment of debt issuance costs		—			(1,095	)
Principal payments on long-term debt		(25,000	)		(218,750	)
Principal payments on capital lease obligations		(2,394	)		(2,951	)
Proceeds from exercise of stock options; Nine months ended June 30, 2008 — 1,606,333 shares; 2007 — 1,892,696 shares		4,760			9,379
Purchase of treasury stock; Nine months ended June 30, 2008 — 3,647,947 shares; 2007 — 13,519,125 shares		(65,636	)		(228,654	)
Excess tax benefits on stock-based compensation		8,522			9,009
Net cash provided by (used in) financing activities		106,347			(433,062	)
Effect of exchange rate changes on cash and cash equivalents		(63	)		304
Net increase (decrease) in cash and cash equivalents		1,514,970			(67,799	)
Cash and cash equivalents at beginning of period		413,787			363,650
Cash and cash equivalents at end of period	$	1,928,757		$	295,851
Supplemental cash flow information:
Interest paid	$	296,735		$	426,712
Income taxes paid	$	433,294		$	214,494
Tax benefit on exercises and distributions of stock-based compensation	$	8,584		$	9,073

See notes to condensed consolidated financial statements.

7

TD AMERITRADE HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three-Month and Nine-Month Periods Ended June 30, 2008 and 2007
(Unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of TD AMERITRADE Holding Corporation and its wholly-owned subsidiaries (collectively, the “Company”). Intercompany balances and transactions have been eliminated.

These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments, which are all of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the fiscal year ended September 30, 2007.

Reclassifications:

The revenue caption formerly known as “Money market and other mutual fund fees” on the Condensed Consolidated Statements of Income has been renamed “Investment product fees” and now also includes certain other asset-based fee revenues. Other asset-based fee revenues of approximately $1.4 million and $3.5 million for the three months and nine months ended June 30, 2007, respectively, have been reclassified to investment product fees from other revenues in the Condensed Consolidated Statements of Income. Approximately $1.3 million and $5.1 million of transaction-based revenues for the three months and nine months ended June 30, 2007, respectively, have been reclassified to commissions and transaction fees from other revenues in the Condensed Consolidated Statements of Income. Each of these reclassifications was made in order to conform to the current financial statement presentation.

Recently Adopted Accounting Pronouncements:

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48”), which became effective for the Company on October 1, 2007. FIN No. 48 prescribes a recognition threshold and measurement approach for a tax position taken or expected to be taken in a tax return when there is uncertainty about whether that tax position will ultimately be sustained. The cumulative effect of adopting FIN No. 48 was a $4.2 million reduction to the beginning balance of retained earnings as of October 1, 2007. For additional information regarding the adoption of FIN No. 48, see Note 5 — Income Taxes.

2. BUSINESS COMBINATIONS, GOODWILL AND ACQUIRED INTANGIBLE ASSETS

On May 24, 2007, the Company and Fiserv, Inc. (“Fiserv”) entered into a stock purchase agreement pursuant to which a wholly-owned subsidiary of the Company agreed to purchase a portion of Fiserv’s investment support services business by acquiring all of the outstanding capital stock of Fiserv Trust Company, a wholly-owned subsidiary of Fiserv. Under the stock purchase agreement, the initial purchase price payable at closing was $225 million in cash plus Fiserv Trust Company’s regulatory capital, subject to pre- and post-closing adjustments. An additional earn-out payment of up to $100 million in cash could be payable following the first anniversary of the acquisition based on the achievement of revenue targets. The Company completed the transaction on February 4, 2008 for $272.6 million in cash, consisting of the $225 million initial purchase price plus $47.6 million for regulatory capital. At the closing, the Company and Fiserv entered into transition services agreements under which Fiserv agreed to service client accounts for up to six months (subject to extension) and to be compensated based on revenue earned during the term of the transition services agreements. The term of the transition services agreements has been extended for an additional 30 days. Fiserv has agreed not to compete with the acquired business for three years, subject to certain exceptions. Each party’s indemnification obligations are generally limited to losses in excess of $3 million and less than $50 million. The Company’s condensed consolidated financial statements include the results of operations for Fiserv Trust Company beginning February 5, 2008.

8

The preliminary purchase price for Fiserv Trust Company was comprised of the following (dollars in thousands):

Cash paid at closing	$	272,590
Acquisition costs		3,878
Post-closing capital adjustment		(720	)
Total preliminary purchase price	$	275,748

The preliminary purchase price allocation for Fiserv Trust Company is summarized as follows (dollars in thousands):

Cash and cash equivalents	$	623,837
Short-term investments		498,787
Goodwill		171,596
Acquired intangible assets		70,549
Other		12,560
Total assets acquired		1,377,329
Trust account deposits		(1,097,808	)
Accounts payable and accrued liabilities		(3,773	)
Total liabilities assumed		(1,101,581	)
Total preliminary purchase price allocated	$	275,748

Based on the preliminary results of an independent valuation, the Company allocated approximately $70.5 million of the purchase price to acquired intangible assets for the fair value of the Fiserv Trust Company client relationships, to be amortized over a 10-year period.

The Company has recorded goodwill for purchase business combinations to the extent the purchase price of each completed acquisition exceeded the fair value of the net identifiable tangible and intangible assets of each acquired company. The following table summarizes changes in the carrying amount of goodwill for the nine months ended June 30, 2008 (dollars in thousands):

Balance as of September 30, 2007	$	1,768,867
Goodwill recorded in acquisition of Fiserv Trust Company		171,596
Purchase accounting adjustments, net of income taxes (1)		3,577
Tax benefit of option exercises (2)		(62	)
Balance as of June 30, 2008	$	1,943,978

(1)

Purchase accounting adjustments primarily consist of $5.6 million of net adjustments to accruals for uncertain tax positions relating to the acquisition of TD Waterhouse Group, Inc. (“TD Waterhouse”) in fiscal 2006 and the merger with Datek Online Holdings Corp. (“Datek”) in fiscal 2002 and $0.6 million of adjustments to liabilities related to the acquisition of Fiserv Trust Company in fiscal 2008, partially offset by an adjustment of $2.2 million (net of income taxes) decreasing exit liabilities related to the acquisition of TD Waterhouse.

(2)

Represents the tax benefit of exercises of replacement stock options that were issued in connection with the Datek merger. The tax benefit of an option exercise is recorded as a reduction of goodwill to the extent the Company recorded fair value of the replacement option in the purchase accounting. To the extent any gain realized on an option exercise exceeds the fair value of the replacement option recorded in the purchase accounting, the tax benefit on the excess is recorded as additional paid-in capital.

9

The Company’s acquired intangible assets consist of the following as of June 30, 2008 (dollars in thousands):

	Gross					Net
	Carrying		Accumulated			Carrying
	Amount		Amortization			Amount
Client relationships	$	1,062,071	$	(178,576	)	$	883,495
Trademark license		145,674		—			145,674
	$	1,207,745	$	(178,576	)	$	1,029,169

The Company estimates that amortization expense on acquired intangible assets outstanding as of June 30, 2008 will be approximately $15.4 million for the remainder of fiscal 2008 and approximately $61.6 million for each of the five succeeding fiscal years.

3. CASH AND CASH EQUIVALENTS

The Company’s cash and cash equivalents is summarized in the following table as of the dates indicated (dollars in thousands):

	June 30,		September 30,
	2008		2007
Corporate	$	112,748	$	220,975
Broker-dealer subsidiaries		417,559		183,103
Trust company subsidiaries		1,388,021		2,117
Investment advisory subsidiaries		10,429		7,592
Total	$	1,928,757	$	413,787

Capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Trust company cash and cash equivalents consists primarily of trust account deposits invested in money market mutual funds and U.S. government agency securities. Cash and cash equivalents of trust company and investment advisory subsidiaries is generally not available for corporate purposes.

4. ACQUISITION EXIT LIABILITIES

The following tables summarize activity in the Company’s acquisition exit liabilities for the three-month and nine-month periods ended June 30, 2008, which are included in accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets (dollars in thousands):

	Three Months Ended June 30, 2008
	Balance at							Balance at
	Mar. 31, 2008		Utilized			Adjustments		June 30, 2008
Employee compensation and benefits	$	3,740	$	(626	)	$	—	$	3,114
Occupancy and equipment costs		15,061		(689	)		—		14,372
Total acquisition exit liabilities	$	18,801	$	(1,315	)	$	—	$	17,486

	Nine Months Ended June 30, 2008
	Balance at								Balance at
	Sept. 30, 2007		Utilized			Adjustments			June 30, 2008
Employee compensation and benefits	$	7,390	$	(4,276	)	$	—		$	3,114
Clearing and execution costs		5,000		(5,000	)		—			—
Occupancy and equipment costs		21,039		(3,178	)		(3,489	)		14,372
Professional services		231		(231	)		—			—
Total acquisition exit liabilities	$	33,660	$	(12,685	)	$	(3,489	)	$	17,486

10

The exit liabilities primarily relate to the acquisition of TD Waterhouse. The adjustments to acquisition occupancy and equipment exit liabilities adjusted the amount of goodwill recorded. There were no adjustments included in the determination of net income for the three-month and nine-month periods ended June 30, 2008. Acquisition employee compensation liabilities are expected to be paid over contractual periods ending in fiscal 2013. Remaining acquisition occupancy and equipment exit liabilities are expected to be utilized over the related lease periods through fiscal 2016.

5. INCOME TAXES

The Company’s effective income tax rate for the nine months ended June 30, 2008 was 35.8%, compared to 38.4% for the nine months ended June 30, 2007. The provision for income taxes for the nine months ended June 30, 2008 was lower due to $7.2 million of favorable resolutions of state income tax matters and $11.1 million of adjustments to current and deferred income taxes resulting from a revision to estimated state income tax expense. The revision was based on the Company’s actual state income tax returns filed for calendar year 2006 and similar adjustments applied to estimated state income tax rates for 2007 and future years. These items favorably impacted the Company’s earnings for the nine months ended June 30, 2008 by approximately $0.03 per share.

Effective October 1, 2007, the Company adopted FIN No. 48. The cumulative effect of adopting FIN No. 48 was a $4.2 million reduction to the beginning balance of retained earnings as of October 1, 2007. The total amount of gross unrecognized tax benefits as of October 1, 2007 was $135.1 million ($89.6 million net of the federal benefit on state matters). Of the unrecognized tax benefits, $73.3 million (net of the federal benefit on state matters) represents the amount that, if recognized, would favorably affect the effective income tax rate in future periods.

The Company’s income tax returns are subject to review and examination by federal, state and local taxing authorities. The federal returns for 2004 through 2006 remain open under the statute of limitations and subject to examination. The years open to examination by state and local government authorities vary by jurisdiction, but the statute of limitations is generally three to four years from the date the tax return is filed. It is reasonably possible that the gross unrecognized tax benefits as of October 1, 2007 could decrease by up to $37.1 million by September 30, 2008, as a result of settlements of certain examinations or expiration of the statute of limitations with respect to other tax filings.

The Company’s continuing policy is to recognize interest and penalties related to income tax matters as part of the provision for income taxes in the Condensed Consolidated Statements of Income. Upon the adoption of FIN No. 48 on October 1, 2007, the Company had accrued $18.1 million for potential interest and penalties on income tax matters.

6. CAPITAL REQUIREMENTS

The Company’s broker-dealer subsidiaries are subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)), which requires the maintenance of minimum net capital, as defined. Net capital is calculated for each broker-dealer subsidiary individually. Excess net capital of one broker-dealer subsidiary may not be used to offset a net capital deficiency of another broker-dealer subsidiary. Net capital and the related net capital requirement may fluctuate on a daily basis.

Net capital and net capital requirements for the Company’s broker-dealer subsidiaries are summarized in the following table as of the dates indicated (dollars in thousands):

	June 30, 2008						September 30, 2007
			Minimum						Minimum
			Net Capital		Excess				Net Capital		Excess
	Net Capital		Required		Net Capital		Net Capital		Required		Net Capital
TD AMERITRADE Clearing, Inc.	$	832,343	$	189,043	$	643,300	$	678,042	$	171,796	$	506,246
TD AMERITRADE, Inc.		188,245		250		187,995		75,723		7,996		67,727
Totals	$	1,020,588	$	189,293	$	831,295	$	753,765	$	179,792	$	573,973

TD AMERITRADE Clearing, Inc. (“TDA Clearing”) is a clearing broker-dealer and TD AMERITRADE, Inc. (“TDA Inc.”) is an introducing broker-dealer.

The Company’s trust company subsidiary, Fiserv Trust Company, is subject to capital requirements administered by the Federal Deposit Insurance Corporation (“FDIC”). As a condition to its approval of the Company’s acquisition of Fiserv Trust Company, FDIC requires Fiserv Trust Company to maintain a Tier 1 capital to average assets leverage ratio, as defined, of not less than 8%. The Company’s non-depository trust company subsidiary, TD AMERITRADE Trust Company (formerly known as International Clearing Trust Company), is subject to capital requirements established by the State of Maine, which requires

11

TD AMERITRADE Trust Company to maintain Tier 1 capital, as defined, of not less than the greater of (a) $500,000 or (b) the sum of (1) 0.10% of discretionary assets and (2) 0.05% of non-discretionary assets, including assets held in custody. At June 30, 2008, all assets were non-discretionary. Tier 1 capital and Tier 1 capital requirements for the Company’s trust company subsidiaries as of June 30, 2008 are summarized in the following table (dollars in thousands):

			Minimum		Excess
	Tier 1		Tier 1 Capital		Tier 1
	Capital		Required		Capital
Fiserv Trust Company	$	111,770	$	89,526	$	22,244
TD AMERITRADE Trust Company		2,200		500		1,700

7. EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended June 30,				Nine Months Ended June 30,
	2008		2007		2008		2007
Net income	$	204,362	$	158,698	$	631,918	$	445,469
Weighted average shares outstanding — basic		592,948		596,575		594,071		599,506
Effect of dilutive securities:
Stock options		7,480		9,274		7,747		9,556
Restricted stock units		1,835		240		1,520		161
Deferred compensation shares		73		42		64		41
Weighted average shares outstanding — diluted		602,336		606,131		603,402		609,264
Earnings per share — basic	$	0.34	$	0.27	$	1.06	$	0.74
Earnings per share — diluted	$	0.34	$	0.26	$	1.05	$	0.73

8. COMMITMENTS AND CONTINGENCIES

Spam Litigation — A purported class action, captioned Elvey v. TD Ameritrade, Inc., was filed on May 31, 2007 in the United States District Court for the Northern District of California. The complaint alleges that TDA Inc. disclosed, inadvertently or intentionally, the e-mail addresses of account holders to spammers, who then sent the account holders e-mail solicitations promoting certain stocks. The complaint includes claims of alleged violations of California and federal statutes and alleged breach of fiduciary duty and requests injunctive and other equitable relief and damages. As disclosed in a press release dated September 14, 2007, the Company discovered and eliminated unauthorized code from its systems that allowed access to an internal database. The discovery was made as the result of an internal investigation of stock-related spam. The Company hired an independent consultant to investigate whether identity theft occurred as a result of the breach. The consultant conducted four investigations over the last 12 months and reports that it continues to find no evidence of identity theft. A second lawsuit, captioned Zigler v. TD Ameritrade, Inc., was filed on September 26, 2007, in the same jurisdiction on behalf of a purported nationwide class of account holders. The factual allegations of the complaint and the relief sought are substantially the same as those in the first lawsuit.

The parties entered into an agreement to settle the lawsuits on a class basis subject to court approval. The cases were consolidated under the caption In re TD Ameritrade Accountholders Litigation. A hearing on a motion requesting preliminary approval of the proposed settlement was held on June 12, 2008. At the hearing, one of the three plaintiffs objected to the proposed settlement. The Court entered an order denying the motion for preliminary approval without prejudice and directed the parties to provide supplemental information to assist the Court in evaluating the proposed settlement. On July 10, 2008, TDA Inc. and two of the plaintiffs provided supplemental information in response to the Court’s direction and in further support of the proposed settlement. The Court has scheduled a case conference for September 15, 2008.

Auction Rate Securities Matters — Beginning in March 2008, lawsuits were filed against various financial services firms by customers related to their investments in auction rate securities (“ARS”). The plaintiffs in these lawsuits allege that the defendants made material misrepresentations and omissions in statements to customers about investments in ARS and the manner in which the ARS market functioned in violation of provisions of the federal securities laws. Two purported class

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action complaints have been filed alleging such conduct with respect to TDA Inc. and TD AMERITRADE Holding Corporation. The first case, filed on March 19, 2008, is captioned Humphrys v. TD Ameritrade Holding Corp. et al. The second case, filed on April 17, 2008, is captioned Silverstein v. TD Ameritrade Holding Corp. et al. Both complaints were filed on behalf of customers who purchased ARS between March 19, 2003 and February 13, 2008. The complaints seek an unspecified amount of compensatory damages, injunctive relief, interest and attorneys’ fees. Both cases are pending in the U.S. District Court for the Southern District of New York. A motion has been filed by some plaintiffs requesting that the proceedings in the lawsuits against the various financial services firms in effect be consolidated before one judge. The Company and defendants and several plaintiffs in other cases have filed oppositions to the motion. The Company has asserted in its opposition that it is in a significantly different position than a number of other financial services firms because the Company did not act as an underwriter of ARS, did not act as a manager of any auctions and did not act as a market maker for ARS. The motion is pending.

The SEC and other regulatory authorities are conducting investigations regarding the sale of ARS. TDA Inc. has received a subpoena and other requests for documents and information from the regulatory authorities. The Company is cooperating with the investigations and requests. As of June 30, 2008, the Company’s clients hold ARS with an aggregate par value of approximately $1.2 billion in TDA Inc. accounts.

Other Legal and Regulatory Matters — The Company is subject to lawsuits, arbitrations, claims and other legal proceedings in connection with its business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. Management believes the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.

In the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry. These matters could result in censures, fines or other sanctions. Management believes the outcome of any resulting actions will not be material to the Company’s financial condition, results of operations or cash flows. However, the Company is unable to predict the outcome of these matters.

Income Taxes — The Company’s federal and state income tax returns are subject to examination by taxing authorities. Because the application of tax laws and regulations to many types of transactions is subject to varying interpretations, amounts reported in the condensed consolidated financial statements could be significantly changed at a later date upon final determinations by taxing authorities. The Toronto-Dominion Bank (“TD”) has agreed to indemnify the Company for tax obligations, if any, pertaining to activities of TD Waterhouse prior to the Company’s January 24, 2006 acquisition of TD Waterhouse.

General Contingencies — In the ordinary course of business, there are various contingencies that are not reflected in the condensed consolidated financial statements. These include the Company’s broker-dealer subsidiaries’ client activities involving the execution, settlement and financing of various client securities transactions. These activities may expose the Company to credit risk in the event the clients are unable to fulfill their contractual obligations.

Client securities activities are transacted on either a cash or margin basis. In margin transactions, the Company may extend credit to the client, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the client’s account. In connection with these activities, the Company also executes and clears client transactions involving the sale of securities not yet purchased (“short sales”). Such margin-related transactions may expose the Company to credit risk in the event a client’s assets are not sufficient to fully cover losses that the client may incur. In the event the client fails to satisfy its obligations, the Company has the authority to purchase or sell financial instruments in the client’s account at prevailing market prices in order to fulfill the client’s obligations. The Company seeks to mitigate the risks associated with its client securities activities by requiring clients to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels throughout each trading day and, pursuant to such guidelines, requires clients to deposit additional collateral, or to reduce positions, when necessary.

The Company loans securities temporarily to other broker-dealers in connection with its broker-dealer business. The Company receives cash as collateral for the securities loaned. Increases in securities prices may cause the market value of the securities loaned to exceed the amount of cash received as collateral. In the event the counterparty to these transactions does not return the loaned securities, the Company may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy its client obligations. The Company mitigates this risk by requiring credit approvals for counterparties, by monitoring the market value of securities loaned on a daily basis and requiring additional cash as collateral when necessary, and by participating in a risk-sharing program offered through the Options Clearing Corporation (“OCC”).

The Company borrows securities temporarily from other broker-dealers in connection with its broker-dealer business. The Company deposits cash as collateral for the securities borrowed. Decreases in securities prices may cause the market value of the securities borrowed to fall below the amount of cash deposited as collateral. In the event the counterparty to these transactions does not return the cash deposited, the Company may be exposed to the risk of selling the securities at prevailing market prices. The Company mitigates this risk by requiring credit approvals for counterparties, by monitoring the collateral values on a daily basis and requiring collateral to be returned by the counterparties when necessary, and by participating in a risk-sharing program offered through the OCC. As of June 30, 2008, approximately $3.1 billion of receivables for securities borrowed were receivable from the OCC through their risk-sharing program, representing approximately 55% of the balance

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of receivables from brokers, dealers and clearing organizations on the Condensed Consolidated Balance Sheet. The OCC’s most recent Standard and Poor’s credit rating is AAA.

As of June 30, 2008, client excess margin securities of approximately $12.0 billion and stock borrowings of approximately $5.5 billion were available to the Company to utilize as collateral on various borrowings or for other purposes. The Company had loaned approximately $8.8 billion and repledged approximately $0.9 billion of that collateral as of June 30, 2008.

Guarantees — The Company is a member of and provides guarantees to securities clearinghouses and exchanges. Under related agreements, the Company is generally required to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearinghouse, other members would be required to meet shortfalls. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted to the clearinghouse as collateral. However, the potential for the Company to be required to make payments under these agreements is considered remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for these transactions.

See “Money Market Deposit Account Agreement” in Note 10 for a description of a guarantee included in that agreement.

Employment Agreements — The Company has entered into employment agreements with several of its key executive officers. These employment agreements generally provide for annual base salary and incentive compensation, stock award acceleration and severance payments in the event of termination of employment under certain defined circumstances or changes in control of the Company. Incentive compensation amounts are based on the Company’s financial performance and other factors.

9. COMPREHENSIVE INCOME

Comprehensive income is as follows (dollars in thousands):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2008			2007			2008			2007
Net income	$	204,362		$	158,698		$	631,918		$	445,469
Other comprehensive (loss) income:
Net unrealized (losses) gains on investment securities available-for-sale		(983	)		109			(983	)		(264	)
Adjustment for deferred income taxes on net unrealized losses (gains)		354			(40	)		354			100
Reclassification adjustment for realized gains on investment securities included in net income		—			—			(540	)		(4,702	)
Reclassification adjustment for deferred income taxes on realized investment gains		—			—			200			1,763
Foreign currency translation adjustment		28			149			(45	)		96
Total other comprehensive (loss) income, net of tax		(601	)		218			(1,014	)		(3,007	)
Comprehensive income	$	203,761		$	158,916		$	630,904		$	442,462

10. RELATED PARTY TRANSACTIONS

As a result of the acquisition of TD Waterhouse during fiscal 2006, TD became an affiliate of the Company. TD owned approximately 39.9% of the Company’s voting common stock as of June 30, 2008. Pursuant to the Stockholders Agreement among TD, the Company and certain other stockholders, TD has the right to designate five of twelve members to the Company’s board of directors. The Company transacts business and has extensive relationships with TD and certain of its affiliates. A description of significant transactions with TD and its affiliates is set forth below.

Money Market Deposit Account Agreement

Two subsidiaries of the Company, TDA Inc. and TDA Clearing, are party to a money market deposit account (“MMDA”) agreement with TD Bank USA, N.A. and TD, which was entered into on January 24, 2006 in connection with the TD Waterhouse acquisition. Under the MMDA agreement, TD Bank USA makes available to clients of TDA Inc. money market deposit accounts as designated sweep vehicles. TDA Inc. provides marketing and support services with respect to the money market deposit accounts and TDA Clearing acts as an agent for clients of TDA Inc. and as recordkeeper for TD Bank USA, in each case with respect to the money market deposit accounts. In exchange for providing these services, TD Bank USA pays

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TDA Inc. and TDA Clearing collectively a fee based on the yield earned by TD Bank USA on the client MMDA assets (including any gains or losses from sales of investments), less the actual interest paid to clients, actual interest cost incurred on borrowings, a flat fee to TD Bank USA of 25 basis points and the cost of FDIC insurance premiums. TD Bank USA invests the swept client cash primarily in fixed-income securities backed by Canadian government guarantees, which are highly-rated securities.

In the event the fee computation results in a negative amount, the Company’s subsidiaries must pay TD Bank USA the negative amount. This effectively results in the Company guaranteeing TD Bank USA revenue of 25 basis points on the MMDA agreement, plus the reimbursement of FDIC insurance premiums. The fee computation under the MMDA agreement is affected by many variables, including the type, duration, credit quality, principal balance and yield of the investment portfolio at TD Bank USA, the prevailing interest rate environment, the amount of client deposits and the yield paid on client deposits. Because a negative MMDA fee computation would arise only if there were extraordinary movements in many of these variables, the maximum potential amount of future payments the Company could be required to make under this arrangement cannot be reasonably estimated. Management believes the potential for the fee calculation to result in a negative amount is remote and the fair value of the guarantee is not material. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for the MMDA agreement.

The Company earned fee income associated with the MMDA agreement of $155.7 million and $467.6 million for the three months and nine months ended June 30, 2008, respectively, and $134.6 million and $399.7 million for the three months and nine months ended June 30, 2007, respectively, which is reported as money market deposit account fees in the Condensed Consolidated Statements of Income.

Effective July 1, 2008, TDA Inc. and TDA Clearing entered into an amendment to the MMDA agreement with TD Bank USA and TD. The amended agreement has a term of five years beginning July 1, 2008, and is automatically renewable for successive five-year terms, provided that it may be terminated by any party upon two year’s prior written notice. The amendment provides that, from time to time, the Company may recommend amounts and maturity dates for “notional investments” in the MMDA portfolio, subject to the approval of TD Bank USA. For the notional investment portion of the MMDA portfolio, the fee earned by the Company will be based on prevailing fixed rates for identical balances and maturities in the interest rate swap market at the time the notional investments are added to the MMDA portfolio. For the portion of the MMDA portfolio not consisting of notional investments, the fee earned by the Company will continue to be based on the yield earned by TD Bank USA (including any gains or losses from sales of investments).

Mutual Fund Agreements

The Company and certain of its subsidiaries and an affiliate of TD are parties to a services agreement, transfer agency agreement, shareholder services agreement and a dealer agreement pursuant to which certain mutual funds are made available as money market sweep or direct purchase options to Company clients and the Company performs marketing support services with respect to those funds. In consideration for offering the funds and performing the marketing support services, the affiliate of TD compensates the Company in accordance with the provisions of the services agreement. The Company also performs certain services for the applicable fund and receives fees for those services. In the event compensation under the transfer agency agreement, shareholder services agreement and dealer agreement is less than the minimum compensation called for by the services agreement, the deficit is earned under the services agreement. The services agreement had an initial term of two years and automatically renewed for an additional two-year term on January 24, 2008. The agreement is automatically renewable for successive two-year terms (so long as certain related agreements are in effect). It may be terminated by any party upon one year’s prior written notice. The Company earned fee income associated with these agreements of $51.5 million and $147.9 million for the three months and nine months ended June 30, 2008, respectively, and $28.6 million and $82.1 million for the three months and nine months ended June 30, 2007, respectively, which is included in investment product fees in the Condensed Consolidated Statements of Income.

Cash Management Services Agreement

Pursuant to a Cash Management Services Agreement, TD Bank USA provides cash management services to clients of TDA Inc. In exchange for such services, the Company pays TD Bank USA service-based fees agreed upon by the parties. The Company incurred expense associated with the cash management services agreement of $0.1 million and $0.8 million for the three months and nine months ended June 30, 2008, respectively, and $1.1 million and $2.7 million for the three months and nine months ended June 30, 2007, respectively, which is included in clearing and execution costs in the Condensed Consolidated Statements of Income. The cash management services agreement will continue in effect for as long as the MMDA agreement remains in effect, provided that it may be terminated by TDA Inc. without cause upon 60 days prior written notice to TD Bank USA.

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Indemnification Agreement for Phantom Stock Plan Liabilities

Pursuant to an Indemnification Agreement, the Company agreed to assume TD Waterhouse liabilities related to the payout of awards under The Toronto-Dominion Bank 2002 Phantom Stock Incentive Plan following the completion of the TD Waterhouse acquisition. Under this plan, participants were granted units of stock appreciation rights (“SARs”) based on TD’s common stock that generally vest over four years. Upon exercise, the participant receives cash representing the appreciated value of the units between the grant date and the redemption date. In connection with the payout of awards under the 2002 Phantom Stock Incentive Plan, TD Discount Brokerage Holdings LLC (“TDDBH”), a wholly-owned subsidiary of TD, agreed to indemnify the Company for any liabilities incurred by the Company in excess of the provision for such liability included on the closing date balance sheet of TD Waterhouse. In addition, in the event that the liability incurred by the Company in connection with the 2002 Phantom Stock Incentive Plan is less than the provision for such liability included on the closing date balance sheet of TD Waterhouse, the Company agreed to pay the difference to TDDBH. There were 52,685 and 64,095 SARs outstanding as of June 30, 2008 and September 30, 2007, respectively, with an approximate value of $1.8 million and $3.1 million, respectively. The Indemnification Agreement effectively protects the Company against fluctuations in TD’s common stock price with respect to the SARs, so there will be no net effect on the Company’s results of operations resulting from such fluctuations.

Restricted Share Units and Related Swap Agreements

The Company assumed TD Waterhouse restricted share unit plan liabilities following the completion of the acquisition of TD Waterhouse. Restricted share units are phantom share units with a value equivalent to the Toronto Stock Exchange closing price of TD common shares on the day before the award issuance. These awards vest and mature on the third or fourth anniversary of the award date at the average of the high and low prices for the 20 trading days preceding the redemption date. The redemption value, after tax withholdings, is paid in cash. Under these plans, participants were granted phantom share units equivalent to TD’s common stock that vest on a specified date after three or four years. On the acquisition date of TD Waterhouse, the Company entered into equity swap agreements with an affiliate of TD to offset changes in TD’s common stock price. During December 2007, most of the restricted share units vested and were settled and all the equity swap agreements expired. In May 2008, the remaining restricted share units vested and were settled. There were 181,059 restricted share units outstanding as of September 30, 2007, with an approximate value of $13.9 million. The Company recorded a loss on fair value adjustments to the equity swap agreements of $0.8 million for the nine months ended June 30, 2008 and a gain of $1.3 million and $1.8 million for the three months and nine months ended June 30, 2007, respectively, which are reported as fair value adjustments of compensation-related derivative instruments in the Condensed Consolidated Statements of Income. Because the swap agreements were not designated for hedge accounting, the fair value adjustments are not recorded in the same category of the Condensed Consolidated Statements of Income as the corresponding compensation expense, which is recorded in the employee compensation and benefits category.

Canadian Call Center Services Agreement

Pursuant to the Canadian Call Center Services Agreement, TD will continue to receive and service client calls at its London, Ontario site for clients of TDA Inc. until May 1, 2010, unless the agreement is terminated earlier in accordance with its terms. In consideration of the performance by TD of the call center services, the Company pays TD, on a monthly basis, an amount approximately equal to TD’s monthly cost. The Company incurred expenses associated with the Canadian Call Center Services Agreement of $5.2 million and $13.8 million for the three months and nine months ended June 30, 2008, respectively, and $3.5 million and $10.9 million for the three months and nine months ended June 30, 2007, respectively, which is included in professional services expense in the Condensed Consolidated Statements of Income.

Other Related Party Transactions

Effective as of February 15, 2008, the Company entered into a Master License, Services and Distribution Agreement with Verdasys, Inc. Pursuant to this agreement, Verdasys, Inc. has agreed to develop data protection software for the Company for a contract sum of $15.2 million. The Company paid $5.0 million on the effective date of agreement, with the remainder payable after the acceptance of the software by the Company. An affiliate of TD has a minority equity investment in Verdasys, Inc.

Effective as of December 12, 2007, TDA Inc. entered into a Certificates of Deposit Brokerage Agreement with TD Bank USA, under which TDA Inc. will act as agent for its clients in purchasing certificates of deposit from TD Bank USA. Fees are calculated under the agreement in a manner consistent with the methodology of the MMDA agreement described above. The Company incurred net fee expense associated with the agreement of $0.8 million and $2.4 million for the three months and

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nine months ended June 30, 2008, respectively, which is included in net interest revenue in the Condensed Consolidated Statements of Income.

Receivables from and payables to TD and affiliates of TD resulting from the related party transactions described above are included in receivable from affiliates and payable to affiliates, respectively, in the Condensed Consolidated Balance Sheets. Receivables from and payables to TD affiliates resulting from client cash sweep activity are generally settled in cash the next business day. Other receivables from and payables to affiliates of TD are generally settled in cash on a monthly basis.

Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements and Notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2007, and the Condensed Consolidated Financial Statements and Notes thereto contained in this quarterly report on Form 10-Q.

This discussion contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar expressions. In particular, forward-looking statements contained in this discussion include our expectations regarding: the effect of client trading activity on our results of operations; the effect of changes in interest rates on our net interest spread; average commissions and transaction fees per trade; amounts of commissions and transaction fees, net interest revenue, money market deposit account fees, investment product fees and other revenues; amounts of total expenses; our effective income tax rate; our capital and liquidity needs and our plans to finance such needs; and the impact of recently issued accounting pronouncements.

The Company’s actual results could differ materially from those anticipated in such forward-looking statements. Important factors that may cause such differences include, but are not limited to: general economic and political conditions; interest rates; stock market fluctuations and changes in client trading activity; increased competition; systems failures and capacity constraints; network security risks; ability to service debt obligations; regulatory and legal matters and uncertainties and the other risks and uncertainties set forth under Item 1A. — Risk Factors of the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2007. The forward-looking statements contained in this report speak only as of the date on which the statements were made. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise.

The preparation of our financial statements requires us to make judgments and estimates that may have a significant impact upon our financial results. Note 1 of our Notes to Consolidated Financial Statements for the fiscal year ended September 30, 2007, contains a summary of our significant accounting policies, many of which require the use of estimates and assumptions. We believe that the following areas are particularly subject to management’s judgments and estimates and could materially affect our results of operations and financial position: valuation of goodwill and intangible assets; valuation of stock-based compensation; and estimates of effective income tax rates, uncertain tax positions, deferred income taxes and valuation allowances. These areas are discussed in further detail under the heading “Critical Accounting Policies and Estimates” in Item 7 of our annual report on Form 10-K for the fiscal year ended September 30, 2007.

Unless otherwise indicated, the terms “we,” “us” or “Company” in this report refer to TD AMERITRADE Holding Corporation and its wholly-owned subsidiaries. The term “GAAP” refers to U.S. generally accepted accounting principles.

GLOSSARY OF TERMS

In discussing and analyzing our business, we utilize several metrics and other terms that are defined in a Glossary of Terms that is available in the “Investors” section of our website at www.amtd.com and is included in Item 7 of our annual report on Form 10-K for the fiscal year ended September 30, 2007. Since the issuance of the Form 10-K, the definitions of “Liquid assets,” “Net interest margin” and “Spread-based assets (formerly known as investable assets)” have been updated and definitions for “Funded accounts” and “Net new assets” have been added to the glossary. These definitions are as follows (italics indicate other defined terms that appear elsewhere in the glossary):

      Funded accounts — All open client accounts with a total liquidation value greater than zero, except clearing accounts.

      Liquid assets — Liquid assets is considered a non-GAAP financial measure as defined by SEC Regulation G. We define liquid assets as the sum of a) corporate cash and cash equivalents, b) corporate short-term investments and c) regulatory net capital of (i) our clearing broker-dealer subsidiaries in excess of 5% of aggregate debit items and (ii) our introducing broker-

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dealer subsidiary in excess of 120% of the minimum dollar net capital requirement. We include the excess regulatory net capital of our broker-dealer subsidiaries in liquid assets, rather than simply including broker-dealer cash and cash equivalents, because regulatory net capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Cash and cash equivalents from our trust and investment advisory subsidiaries is excluded from liquid assets because the cash and cash equivalents from these subsidiaries is generally not available for corporate purposes. We consider liquid assets an important measure of our liquidity and of our ability to fund corporate investing and financing activities. Liquid assets should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents.

     Net interest margin (“NIM”) — A measure of the net yield on our average spread-based assets. Net interest margin is calculated for a given period by dividing the annualized sum of net interest revenue and money market deposit account (MMDA) fees by average spread-based assets.

      Net new assets — Consists of total client asset inflows, less total client asset outflows. Client asset inflows include interest and dividend payments and exclude changes in client assets due to market fluctuations. Net new assets are measured based on the market value of the assets as of the date of the inflows and outflows.

     Spread-based assets (formerly known as investable assets) — Client and brokerage-related asset balances, including client margin balances, segregated cash, money market deposit account (MMDA) balances, deposits paid on securities borrowing and other cash and interest-earning investment balances. Spread-based assets is used in the calculation of our net interest margin.

RESULTS OF OPERATIONS

Conditions in the U.S. equity markets significantly impact the volume of our clients’ trading activity. There is a direct correlation between the volume of our clients’ trading activity and our results of operations. We cannot predict future trading volumes in the U.S. equity markets. If client trading activity increases, we expect that it would have a positive impact on our results of operations. If client trading activity were to decline, we expect that it would have a negative impact on our results of operations.

Changes in average balances, especially client margin, credit, MMDA and mutual fund balances, may also significantly impact our results of operations. Changes in interest rates impact our results of operations to a lesser extent because we seek to mitigate interest rate risk by aligning the average duration of our interest-earning assets with that of our interest-bearing liabilities. We cannot predict the direction of interest rates or the levels of client balances. If interest rates rise, we generally expect to earn a larger net interest spread. Conversely, a falling interest rate environment generally would result in our earning a smaller net interest spread.

Financial Performance Metrics

Pre-tax income, net income, earnings per share and EBITDA (earnings before interest, taxes, depreciation and amortization) are key metrics we use in evaluating our financial performance. EBITDA is a non-GAAP financial measure.

We consider EBITDA an important measure of our financial performance and of our ability to generate cash flows to service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA is used as the denominator in the consolidated leverage ratio calculation for our senior credit facilities. The consolidated leverage ratio determines the interest rate margin charged on the senior credit facilities. EBITDA eliminates the non-cash effect of tangible asset depreciation and amortization and intangible asset amortization. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.

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The following table sets forth EBITDA in dollars and as a percentage of net revenues for the periods indicated and provides reconciliations to pre-tax income, which is the most directly comparable GAAP measure (dollars in thousands):

	Three months ended June 30,												Nine months ended June 30,
	2008						2007						2008						2007
				% of						% of						% of						% of
	$			Revenue			$			Revenue			$			Revenue			$			Revenue
EBITDA
EBITDA	$	369,702			59.3	%	$	303,800			56.1	%	$	1,117,672			59.2	%	$	874,483			54.6	%
Less:
Depreciation and amortization		(9,841	)		(1.6	%)		(6,068	)		(1.1	%)		(26,423	)		(1.4	%)		(19,231	)		(1.2	%)
Amortization of acquired intangible assets		(15,337	)		(2.5	%)		(13,574	)		(2.5	%)		(43,809	)		(2.3	%)		(40,844	)		(2.5	%)
Interest on borrowings		(16,344	)		(2.6	%)		(29,627	)		(5.5	%)		(62,674	)		(3.3	%)		(90,777	)		(5.7	%)
Pre-tax income	$	328,180			52.6	%	$	254,531			47.0	%	$	984,766			52.2	%	$	723,631			45.2	%

Our pre-tax income and EBITDA increased for the first nine months of fiscal 2008, compared to the first nine months of fiscal 2007, primarily due to an 18% increase in net revenues, partially offset by a 2% increase in total expenses. The increased revenues were driven primarily by increased transaction-based revenue resulting from higher client trading volumes and, to a lesser extent, increased asset-based revenues resulting from higher average spread-based asset and fee-based investment balances and slightly higher net interest margin. The increase in total expenses was due primarily to spending on growth initiatives, partially offset by lower interest on borrowings and the first nine months of fiscal 2008 fully reflecting the operating cost synergies resulting from the TD Waterhouse acquisition. More detailed analysis of net revenues and expenses is presented later in this discussion.

Operating Metrics

Our largest sources of revenues are (1) asset-based revenues and (2) transaction-based revenues. For the three months ended June 30, 2008, asset-based revenues and transaction-based revenues accounted for 59% and 40% of our net revenues, respectively. Asset-based revenues consist of (1) net interest revenue, (2) MMDA fees and (3) investment product fees. The primary factors driving our asset-based revenues are average balances and average rates. Average balances consist primarily of average client margin balances, average segregated cash balances, average client credit balances, average client MMDA balances, average fee-based investment balances and average securities borrowing and lending balances. Average rates consist of the average interest rates and fees earned and paid on such balances. The primary factors driving our transaction-based revenues are total client trades and average commissions and transaction fees per trade. We also consider client account and client asset metrics, although we believe they are generally of less significance to our results of operations for any particular period than our asset-based revenue metrics and trading activity metrics.

Asset-Based Revenue Metrics

We calculate the return on our interest-earning assets and our MMDA balances using a measure we refer to as net interest margin. Net interest margin is calculated for a given period by dividing the annualized sum of net interest revenue and MMDA fees by average spread-based assets. Spread-based assets consist of client and brokerage-related asset balances, including client margin balances, segregated cash, MMDA balances, deposits paid on securities borrowing and other cash and interest-earning investment balances. The following table sets forth net interest margin and average spread-based assets (dollars in millions):

	Three months ended June 30,						Increase/			Nine months ended June 30,						Increase/
	2008			2007			(Decrease)			2008			2007			(Decrease)
Average interest-earning assets	$	15,772		$	15,429		$	343		$	15,698		$	14,491		$	1,207
Average money market deposit account balances		15,619			15,261			358			15,460			14,801			659
Average spread-based assets	$	31,391		$	30,690		$	701		$	31,158		$	29,292		$	1,866
Net interest revenue	$	131.9		$	138.9		$	(7.0	)	$	418.9		$	414.5		$	4.4
Money market deposit account fee revenue		155.7			134.6			21.1			467.6			399.7			67.9
Spread-based revenue	$	287.6		$	273.5		$	14.1		$	886.5		$	814.2		$	72.3
Net interest margin (NIM)		3.62	%		3.53	%		0.09	%		3.74	%		3.65	%		0.09	%

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The following tables set forth key metrics that we use in analyzing net interest revenue, which is a component of net interest margin (dollars in millions):

	Interest Revenue (Expense)									Interest Revenue (Expense)
	Three months ended June 30,						Increase/			Nine months ended June 30,						Increase/
	2008			2007			(Decrease)			2008			2007			(Decrease)
Segregated cash	$	—		$	8.8		$	(8.8	)	$	0.2		$	26.9		$	(26.7	)
Client margin balances		117.3			151.2			(33.9	)		415.2			454.6			(39.4	)
Securities borrowing		46.1			92.7			(46.6	)		186.8			251.9			(65.1	)
Other cash and interest-earning investments		9.4			6.2			3.2			26.7			18.3			8.4
Client credit balances		(4.8	)		(13.5	)		8.7			(21.9	)		(40.1	)		18.2
Securities lending		(36.1	)		(106.5	)		70.4			(188.1	)		(297.1	)		109.0
Net interest revenue	$	131.9		$	138.9		$	(7.0	)	$	418.9		$	414.5		$	4.4

	Average Balance							Average Balance
	Three months ended June 30,				%			Nine months ended June 30,				%
	2008		2007		Change			2008		2007		Change
Segregated cash	$	9	$	682		(99	%)	$	10	$	686		(99	%)
Client margin balances		8,200		7,442		10	%		8,288		7,413		12	%
Securities borrowing		5,921		6,800		(13	%)		6,213		5,917		5	%
Other cash and interest-earning investments		1,642		505		225	%		1,187		475		150	%
Interest-earning assets	$	15,772	$	15,429		2	%	$	15,698	$	14,491		8	%
Client credit balances	$	4,666	$	3,510		33	%	$	4,214	$	3,432		23	%
Securities lending		8,645		9,158		(6	%)		9,108		8,288		10	%
Interest-bearing liabilities	$	13,311	$	12,668		5	%	$	13,322	$	11,720		14	%

	Average Yield (Cost)						Net Yield			Average Yield (Cost)						Net Yield
	Three months ended June 30,						Increase/			Nine months ended June 30,						Increase/
	2008			2007			(Decrease)			2008			2007			(Decrease)
Segregated cash		2.03	%		5.08	%		(3.05	%)		3.23	%		5.15	%		(1.92	%)
Client margin balances		5.66	%		8.04	%		(2.38	%)		6.58	%		8.06	%		(1.48	%)
Securities borrowing		3.08	%		5.39	%		(2.31	%)		3.95	%		5.59	%		(1.64	%)
Other cash and interest-earning investments		2.25	%		4.91	%		(2.66	%)		2.94	%		5.05	%		(2.11	%)
Client credit balances		(0.40	%)		(1.52	%)		1.12	%		(0.68	%)		(1.53	%)		0.85	%
Securities lending		(1.65	%)		(4.60	%)		2.95	%		(2.71	%)		(4.71	%)		2.00	%
Net interest revenue		3.31	%		3.56	%		(0.25	%)		3.51	%		3.76	%		(0.25	%)

The following tables set forth key metrics that we use in analyzing other asset-based revenues (dollars in millions):

	Fee Revenue						Fee Revenue
	Three months ended June 30,				Increase/		Nine months ended June 30,				Increase/
	2008		2007		(Decrease)		2008		2007		(Decrease)
Money market deposit account fees	$	155.7	$	134.6	$	21.1	$	467.6	$	399.7	$	67.9
Investment product fees	$	77.6	$	60.7	$	16.9	$	223.2	$	169.8	$	53.4

	Average Balance							Average Balance
	Three months ended June 30,				%			Nine months ended June 30,				%
	2008		2007		Change			2008		2007		Change
Money market deposit account fees	$	15,619	$	15,261		2	%	$	15,460	$	14,801		4	%
Investment product fees	$	78,346	$	50,970		54	%	$	69,216	$	47,963		44	%

	Average Yield									Average Yield
	Three months ended June 30,						Increase/			Nine months ended June 30,						Increase/
	2008			2007			(Decrease)			2008			2007			(Decrease)
Money market deposit account fees		3.94	%		3.49	%		0.45	%		3.97	%		3.55	%		0.42	%
Investment product fees		0.39	%		0.47	%		(0.08	%)		0.42	%		0.47	%		(0.05	%)

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Transaction-Based Revenue Metrics

The following table sets forth several key metrics regarding client trading activity, which we utilize in measuring and evaluating performance and the results of our operations:

	Three months ended June 30,						%			Nine months ended June 30,						%
	2008			2007			Change			2008			2007			Change
Total trades (in millions)		19.05			15.42			24	%		58.36			45.74			28	%
Average commissions and transaction fees per trade	$	13.07		$	12.91			1	%	$	12.92		$	12.85			1	%
Average client trades per day		297,588			244,823			22	%		310,432			245,259			27	%
Average client trades per account (annualized)		11.0			9.7			13	%		11.8			9.7			22	%
Activity rate		4.4	%		3.9	%		13	%		4.7	%		3.9	%		21	%
Trading days		64.0			63.0			2	%		188.0			186.5			1	%

Client Account and Client Asset Metrics

The following table sets forth certain metrics regarding client accounts and client assets, which we use to analyze growth and trends in our client base:

	Three months ended June 30,						%			Nine months ended June 30,						%
	2008			2007			Change			2008			2007			Change
Total accounts (beginning of period)		6,731,000			6,230,000			8	%		6,380,000			6,191,000			3	%
New accounts opened		148,000			152,000			(3	%)		511,000			427,000			20	%
Accounts purchased		—			—			N/A			102,000			—			N/A
Accounts closed		(69,000	)		(61,000	)		13	%		(183,000	)		(297,000	)		(38	%)
Total accounts (end of period)		6,810,000			6,321,000			8	%		6,810,000			6,321,000			8	%
Percentage change during period		1	%		1	%					7	%		2	%
Funded accounts (beginning of period)		4,814,000			4,459,000			8	%		4,597,000			4,363,000			5	%
Funded accounts (end of period)		4,868,000			4,585,000			6	%		4,868,000			4,585,000			6	%
Percentage change during period		1	%		3	%					6	%		5	%
Client assets (beginning of period, in billions)	$	306.1		$	282.2			8	%	$	302.7		$	261.7			16	%
Client assets (end of period, in billions)	$	309.2		$	297.2			4	%	$	309.2		$	297.2			4	%
Percentage change during period		1	%		5	%					2	%		14	%
Net new assets (in billions)	$	4.0		$	1.8			122	%	$	20.0		$	9.6			108	%

In connection with our purchase of Fiserv Trust Company on February 4, 2008, we acquired approximately 102,000 total accounts, approximately 81,000 funded accounts and approximately $25 billion in client assets.

Funded accounts are all open client accounts with a total liquidation value greater than zero, except clearing accounts. Total accounts are all open client accounts (funded and unfunded), except clearing accounts.

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Consolidated Statements of Income Data

The following table summarizes certain data from our Condensed Consolidated Statements of Income for analysis purposes (dollars in millions):

	Three months ended June 30,						%			Nine months ended June 30,						%
	2008			2007			Change			2008			2007			Change
Revenues:
Transaction-based revenues:
Commissions and transaction fees	$	248.9		$	199.1			25	%	$	754.0		$	588.0			28	%
Asset-based revenues:
Interest revenue		174.9			259.3			(33	%)		636.0			752.9			(16	%)
Brokerage interest expense		(43.0	)		(120.4	)		(64	%)		(217.1	)		(338.4	)		(36	%)
Net interest revenue		131.9			138.9			(5	%)		418.9			414.5			1	%
Money market deposit account fees		155.7			134.6			16	%		467.6			399.7			17	%
Investment product fees		77.6			60.7			28	%		223.2			169.8			31	%
Total asset-based revenues		365.2			334.2			9	%		1,109.8			984.0			13	%
Other		9.6			8.5			12	%		24.3			29.7			(18	%)
Net revenues		623.6			541.8			15	%		1,888.1			1,601.7			18	%
Expenses:
Employee compensation and benefits		129.0			114.7			13	%		367.2			321.4			14	%
Fair value adjustments of compensation-related derivative instruments		—			(1.3	)		100	%		0.8			(1.8	)		N/A
Clearing and execution costs		11.1			23.6			(53	%)		32.5			66.5			(51	%)
Communications		17.9			17.7			1	%		52.9			64.5			(18	%)
Occupancy and equipment costs		24.0			22.2			8	%		74.3			64.6			15	%
Depreciation and amortization		9.8			6.1			62	%		26.4			19.2			37	%
Amortization of acquired intangible assets		15.3			13.6			13	%		43.8			40.8			7	%
Professional services		29.0			17.2			68	%		76.8			64.0			20	%
Interest on borrowings		16.3			29.6			(45	%)		62.7			90.8			(31	%)
Other		6.4			10.7			(40	%)		37.5			38.6			(3	%)
Advertising		36.7			33.0			11	%		129.5			115.1			12	%
Total expenses		295.7			287.3			3	%		904.3			883.8			2	%
Income before other income and income taxes		327.9			254.5			29	%		983.8			717.9			37	%
Other income:
Gain on sale of investments		0.3			—			N/A			0.9			5.7			(84	%)
Pre-tax income		328.2			254.5			29	%		984.8			723.6			36	%
Provision for income taxes		123.8			95.8			29	%		352.8			278.2			27	%
Net income	$	204.4		$	158.7			29	%	$	631.9		$	445.5			42	%
Other information:
Number of interest days in period		91			91			0	%		274			274			0	%
Effective income tax rate		37.7	%		37.7	%					35.8	%		38.4	%

Note: Details may not sum to totals and subtotals due to rounding differences. Change percentages are based on non-rounded amounts from the Condensed Consolidated Statements of Income.

Three-Month Periods Ended June 30, 2008 and 2007

Net Revenues

Commissions and transaction fees increased 25% to $248.9 million, primarily due to higher average client trades per day. Total trades increased 24%, as average client trades per day increased 22% to 297,588 for the third quarter of fiscal 2008 compared to 244,823 for the third quarter of fiscal 2007; and there was one more trading day during the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. Average client trades per account (annualized) were 11.0 for the third quarter of fiscal 2008 compared to 9.7 for the third quarter of fiscal 2007. Average commissions and transaction fees per trade increased 1% to $13.07 per trade for the third quarter of fiscal 2008 from $12.91 for the third quarter of fiscal 2007, primarily due to higher percentages of option and fixed income trades during the third quarter of fiscal 2008. We expect average commissions and transaction fees to decrease slightly to between $12.45 and $12.95 per trade during the fourth quarter of fiscal 2008, depending on the mix of client trading activity, level of payment for order flow revenue and other factors. We expect revenues from commissions and transaction fees to decrease to between $180.9 million and $229.3 million for the fourth quarter of fiscal 2008, primarily due to lower expected average client trading volume of between 230,000 and 280,000 trades per day. Actual fourth quarter revenues from commissions and transaction fees will depend on the actual volume of client trading activity, average commissions and transaction fees per trade and other factors.

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Net interest revenue decreased 5% to $131.9 million, due primarily to a decrease of 238 basis points on the average yield earned on client margin balances and a $673 million decrease in average segregated cash balances for the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. These decreases were partially offset by a $23.8 million increase in net interest revenue from our securities borrowing/lending program, a 10% increase in average client margin balances, $4.1 million of net interest revenue on balances resulting from the Fiserv Trust Company acquisition and a decrease of 112 basis points in the average interest rate paid on client credit balances in the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. We expect net interest revenue to range between $128.1 million and $133.2 million for the fourth quarter of fiscal 2008.

MMDA fees increased 16% to $155.7 million, due primarily to a 2% increase in average MMDA balances and an increase of 45 basis points in the average net yield earned on the client MMDA assets during the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. We expect money market deposit account fees to increase slightly to between $158.7 million and $166.8 million for the fourth quarter of fiscal 2008, due to slightly higher expected average MMDA balances.

Investment product fees increased 28% to $77.6 million, primarily due to a 54% increase in average fee-based investment balances, partially offset by a slightly lower average yield earned in the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. The lower average yield is primarily due to balances acquired during the second quarter of fiscal 2008 from Fiserv Trust Company earning a lower average yield as compared to the average yield earned on legacy TD AMERITRADE balances. We expect investment product fees to range between $74.7 million and $91.6 million for the fourth quarter of fiscal 2008.

Other revenues increased 12% to $9.6 million. We expect other revenues to decrease to between $5.1 million and $9.1 million for the fourth quarter of fiscal 2008.

Expenses

Total expenses increased by 3% to $295.7 million during the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007, as described below. We expect total expenses to range between $291.0 million and $314.5 million for the fourth quarter of fiscal 2008.

Employee compensation and benefits expense increased 13% to $129.0 million, due primarily to the increased headcount associated with our growth initiatives and higher incentive-based compensation related to actual Company and individual performance compared to the third quarter of fiscal 2007. Full-time equivalent employees increased to 4,611 at June 30, 2008 from 3,760 at June 30, 2007.

Fair value adjustments of compensation-related derivative instruments represent adjustments to equity swap agreements that are intended to economically offset former TD Waterhouse employees’ stock-based compensation that is based on the value of TD stock. We assumed certain stock-based compensation arrangements in connection with our acquisition of TD Waterhouse, which we administer for the former TD Waterhouse employees. Because the swap agreements were not designated for hedge accounting, the fair value adjustments are not recorded in the same category of the Condensed Consolidated Statements of Income as the stock-based compensation expense, which is recorded in the employee compensation and benefits category. During December 2007, the equity swap agreements were settled in connection with the settlement of most of the related restricted stock units.

Clearing and execution costs decreased 53% to $11.1 million, due primarily to cost reductions associated with the completion of the conversion of legacy TD Waterhouse clients to the legacy Ameritrade clearing platform during the third quarter of fiscal 2007.

Communications expense increased 1% to $17.9 million, due primarily to approximately $3.7 million of favorable settlements with exchanges related to quote costs for the legacy TD Waterhouse business during the third quarter of fiscal 2007. The effect of the favorable settlements was mostly offset by the elimination of duplicate telephone, quotes and market information costs during the third quarter of fiscal 2008, resulting from the completion of the TD Waterhouse integration during the third quarter of fiscal 2007.

Occupancy and equipment costs increased 8% to $24.0 million as we continue to invest in our technology infrastructure and facilities as part of our growth initiatives.

Depreciation and amortization increased 62% to $9.8 million, due primarily to increased depreciation on leasehold improvements and technology infrastructure upgrades as part of our growth initiatives.

Amortization of acquired intangible assets increased 13% to $15.3 million, due to increased amortization on client relationships related to the acquisition of Fiserv Trust Company during the second quarter of fiscal 2008.

Professional services increased 68% to $29.0 million, primarily due to fees incurred under the transition services agreements related to the acquisition of Fiserv Trust Company during the third quarter of fiscal 2008. In addition, we had higher usage of

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consulting and contract services during the third quarter of fiscal 2008 in connection with new product development and technology infrastructure upgrades related to our growth initiatives.

Interest on borrowings decreased 45% to $16.3 million, due primarily to lower average debt outstanding and lower average interest rates paid on our long-term debt during the third quarter of fiscal 2008 compared to the third quarter of fiscal 2007. Our average debt outstanding was approximately $1.5 billion during the third quarter of fiscal 2008, compared to $1.7 billion for the third quarter of fiscal 2007.

Other expenses decreased 40% to $6.4 million, due primarily to the effect of favorable litigation settlements and lower bad debt expense in the third quarter of fiscal 2008.

Advertising expense increased 11% to $36.7 million, primarily due to increased spending during the third quarter of fiscal 2008 in response to competitive market share opportunities. We generally adjust our level of advertising spending in relation to stock market activity and other market conditions in an effort to maximize the number of new accounts while minimizing the advertising cost per new account.

Our effective income tax rate was 37.7% for both the third quarter of fiscal 2008 and fiscal 2007. We expect our effective income tax rate to be approximately 38% for the remainder of fiscal 2008. However, we expect that our adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN No. 48”), will result in increased volatility in our quarterly and annual effective income tax rate because FIN No. 48 requires that any change in measurement of a tax position taken in a prior tax year be recognized as a discrete event in the period in which it occurs.

Nine-Month Periods Ended June 30, 2008 and 2007

Net Revenues

Commissions and transaction fees increased 28% to $754.0 million, primarily due to higher average client trades per day. Total trades increased 28%, as average client trades per day increased 27% to 310,432 for the first nine months of fiscal 2008 compared to 245,259 for the first nine months of fiscal 2007; and there were 1.5 more trading days during the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007. Average client trades per account (annualized) were 11.8 for the first nine months of fiscal 2008 compared to 9.7 for the first nine months of fiscal 2007. Average commissions and transaction fees per trade increased to $12.92 per trade for the first nine months of fiscal 2008 from $12.85 for the first nine months of fiscal 2007, due primarily to higher percentages of option and fixed income trades and higher payment for order flow revenue during the first nine months of fiscal 2008. This was partially offset by the closing of our three Investment Centers during December 2006. The Investment Centers sold products such as load mutual funds and fixed income products that generated higher average commissions and transaction fees per trade than our core business.

Net interest revenue increased 1% to $418.9 million, due primarily to a 12% increase in average client margin balances, a $43.9 million increase in net interest revenue from our securities borrowing/lending program, $8.0 million of net interest revenue on balances resulting from the Fiserv Trust Company acquisition and a decrease of 85 basis points in the average interest rate paid on client credit balances in the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007. The increase was partially offset by a decrease of 148 basis points on the average yield earned on client margin balances and a $676 million decrease in average segregated cash balances for the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007.

MMDA fees increased 17% to $467.6 million, due primarily to a 4% increase in average MMDA balances and an increase of 42 basis points in the average net yield earned on the client MMDA assets during the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007.

Investment product fees increased 31% to $223.2 million, primarily due to a 44% increase in average fee-based investment balances compared to the first nine months of fiscal 2007. The increase was partially offset by a slightly lower average yield earned on fee-based investment balances during the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007.

Other revenues decreased 18% to $24.3 million, due primarily to lower fees from corporate reorganizations of issuers during the first nine months of fiscal 2008 and the effect of $2.3 million of net gains on investments held at our broker-dealer subsidiaries during the first nine months of fiscal 2007.

Expenses

Employee compensation and benefits expense increased 14% to $367.2 million, due primarily to the increased headcount associated with our growth initiatives and higher incentive-based compensation related to actual Company and individual performance compared to the first nine months of fiscal 2007.

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Fair value adjustments of compensation-related derivative instruments represent adjustments to equity swap agreements that are intended to economically offset former TD Waterhouse employees’ stock-based compensation that is based on the value of TD stock. We assumed certain stock-based compensation arrangements in connection with our acquisition of TD Waterhouse, which we administer for the former TD Waterhouse employees. Because the swap agreements were not designated for hedge accounting, the fair value adjustments are not recorded in the same category of the Condensed Consolidated Statements of Income as the stock-based compensation expense, which is recorded in the employee compensation and benefits category. During December 2007, the equity swap agreements were settled in connection with the settlement of most of the related restricted stock units.

Clearing and execution costs decreased 51% to $32.5 million, due primarily to cost reductions associated with the completion of the clearing conversion during the third quarter of fiscal 2007.

Communications expense decreased 18% to $52.9 million, due primarily to the elimination of duplicate telephone, quotes and market information costs resulting from the completion of the TD Waterhouse integration.

Occupancy and equipment costs increased 15% to $74.3 million as we continue to invest in our technology infrastructure and due to the effect of a favorable legacy TD Waterhouse litigation settlement of $4.6 million in the first nine months of fiscal 2007.

Depreciation and amortization increased 37% to $26.4 million, due primarily to increased depreciation on leasehold improvements and technology infrastructure related to our growth initiatives and increased software amortization related to recently acquired functionality.

Amortization of acquired intangible assets increased 7% to $43.8 million, due to increased amortization on client relationships related to the acquisition of Fiserv Trust Company during the second quarter of fiscal 2008.

Professional services increased 20% to $76.8 million, primarily due to higher usage of consulting and contract services during the first nine months of fiscal 2008 in connection with new product development and technology infrastructure upgrades related to our growth initiatives and due to fees incurred under the transition services agreements related to the acquisition of Fiserv Trust Company during the second quarter of fiscal 2008. This was partially offset by consulting and contract services incurred during the first nine months of fiscal 2007 in connection with the TD Waterhouse integration, which was completed during the third quarter of fiscal 2007.

Interest on borrowings decreased 31% to $62.7 million, due primarily to lower average debt outstanding and lower average interest rates paid on our long-term debt during the first nine months of fiscal 2008 compared to the first nine months of fiscal 2007. Our average debt outstanding was approximately $1.5 billion during the first nine months of 2008, compared to $1.7 billion for the first nine months of fiscal 2007.

Other expenses decreased 3% to $37.5 million, due primarily to the effect of favorable litigation settlements and lower regulatory dues and licensing fees, partially offset by higher client-related trading losses in the first nine months of fiscal 2008.

Advertising expense increased 12% to $129.5 million, primarily due to increased spending during the first nine months of fiscal 2008 in response to competitive market share opportunities.

Our effective income tax rate decreased to 35.8% for the first nine months of fiscal 2008 compared to 38.4% for the first nine months of fiscal 2007. The effective income tax rate for the first nine months of fiscal 2008 was lower due primarily to $7.2 million of favorable resolutions of state income tax matters and $11.1 million of adjustments to current and deferred income taxes resulting from a revision to estimated state income tax expense. The revision was based on our actual state income tax returns filed for calendar year 2006 and similar adjustments applied to estimated state income tax rates for 2007 and future years. These items favorably impacted our earnings for the first nine months of fiscal 2008 by approximately $0.03 per share.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our liquidity and capital needs primarily through the use of funds generated from operations and from borrowings under our credit agreements. We have also issued common stock and long-term debt to finance mergers and acquisitions and for other corporate purposes. Our liquidity needs during the first nine months of fiscal 2008 were financed primarily from our earnings and cash on hand. We plan to finance our operational capital and liquidity needs during the remainder of fiscal 2008 primarily from our earnings and cash on hand. In addition, we may utilize our revolving credit facility or issue equity or debt securities.

Dividends from our subsidiaries are a source of liquidity for the parent company. Our broker-dealer subsidiaries are subject to requirements of the SEC and the Financial Industry Regulatory Authority (“FINRA”) relating to liquidity, capital standards and the use of client funds and securities. Our trust company subsidiaries are subject to various capital requirements

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administered by the federal banking agencies and by the states in which they are chartered. These requirements may limit the funds available for the payment of dividends to the parent company.

Under the SEC’s Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)), our broker-dealer subsidiaries are required to maintain at all times at least the minimum level of net capital required under Rule 15c3-1. For clearing broker-dealers, this minimum net capital level is determined by a calculation described in Rule 15c3-1 that is primarily based on each broker-dealer’s “aggregate debits”, which primarily are a function of client margin balances at our clearing broker-dealer subsidiary. Since our aggregate debits may fluctuate significantly, our minimum net capital requirements may also fluctuate significantly from period to period. The parent company may make cash capital contributions to broker-dealer subsidiaries, if necessary, to meet net capital requirements.

Liquid Assets

We consider liquid assets an important measure of our liquidity and of our ability to fund corporate investing and financing activities. Liquid assets is a non-GAAP financial measure. We define liquid assets as the sum of a) corporate cash and cash equivalents, b) corporate short-term investments and c) regulatory net capital of (i) our clearing broker-dealer subsidiary in excess of 5% of aggregate debit items and (ii) our introducing broker-dealer subsidiary in excess of 120% of the minimum dollar net capital requirement. We include the excess regulatory net capital of our broker-dealer subsidiaries in liquid assets, rather than simply including broker-dealer cash and cash equivalents, because regulatory net capital requirements may limit the amount of cash available for dividend from the broker-dealer subsidiaries to the parent company. Cash and cash equivalents from our trust and investment advisory subsidiaries is excluded from liquid assets because the cash and cash equivalents from these subsidiaries is generally not available for corporate purposes. Liquid assets should be considered as a supplemental measure of liquidity, rather than as a substitute for cash and cash equivalents. The following table sets forth a reconciliation of cash and cash equivalents, which is the most directly comparable GAAP measure, to liquid assets (dollars in thousands):

	June 30,			September 30,
	2008			2007			Change
Cash and cash equivalents	$	1,928,757		$	413,787		$	1,514,970
Less: Broker-dealer cash and cash equivalents		(417,559	)		(183,103	)		(234,456	)
Trust company cash and cash equivalents		(1,388,021	)		(2,117	)		(1,385,904	)
Investment advisory cash and cash equivalents		(10,429	)		(7,592	)		(2,837	)
Corporate cash and cash equivalents		112,748			220,975			(108,227	)
Plus: Corporate short-term investments		—			76,800			(76,800	)
Excess broker-dealer regulatory net capital		547,679			314,280			233,399
Liquid assets	$	660,427		$	612,055		$	48,372

The increase in liquid assets is summarized as follows (dollars in thousands):

Liquid assets as of September 30, 2007	$	612,055
Plus: Pre-tax income		984,766
Cash provided by stock option exercises		13,282
Proceeds from the sale of other investments available-for-sale		5,227
Less: Cash paid to acquire Fiserv Trust Company		(271,870	)
Income taxes paid		(433,294	)
Purchase of property and equipment		(77,243	)
Purchase of treasury stock		(65,636	)
Principal payments on long-term debt and capital lease obligations		(27,394	)
Other changes in working capital and regulatory net capital		(79,466	)
Liquid assets as of June 30, 2008	$	660,427

Stock Repurchase Program

On August 2, 2006, our board of directors authorized a program to repurchase up to 12 million shares of our common stock in the open market and in block trades. On November 15, 2006, the board of directors added 20 million shares to the original authorization, increasing the total authorization to 32 million shares. During the third quarter of fiscal 2008, we repurchased

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approximately 0.9 million shares under the program at a weighted average purchase price of $17.78 per share. From the inception of the program through June 30, 2008, we have repurchased approximately 22.7 million shares at a weighted average purchase price of $17.24 per share.

Contractual Obligations

Our income taxes payable increased from approximately $76.8 million as of September 30, 2007 to approximately $144.0 million as of June 30, 2008. Income taxes payable as of June 30, 2008 primarily consists of liabilities for uncertain tax positions and related interest and penalties. The timing of payments, if any, on liabilities for uncertain tax positions cannot be predicted with reasonable accuracy.

Off-Balance Sheet Arrangements

We enter into guarantees and other off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients and manage our asset-based revenues. For information on these arrangements, see the following sections under PART I – FINANCIAL INFORMATION, Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements: “Guarantees” under Note 8 – COMMITMENTS AND CONTINGENCIES and “Money Market Deposit Account Agreement” under Note 10 – RELATED PARTY TRANSACTIONS. The MMDA agreement accounts for a significant percentage of our revenues (25% of our net revenues for the nine months ended June 30, 2008) and enables our clients to invest in an FDIC-insured deposit product without the need for the Company to maintain a bank charter.

NEW ACCOUNTING PRONOUNCEMENTS

FIN No. 48 became effective for the Company on October 1, 2007. FIN No. 48 prescribes a recognition threshold and measurement approach for a tax position taken or expected to be taken in a tax return when there is uncertainty about whether that tax position will ultimately be sustained. The cumulative effect of adopting FIN No. 48 was a $4.2 million reduction to the beginning balance of retained earnings. For additional information regarding the adoption of FIN No. 48, see PART I – FINANCIAL INFORMATION, Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 5 — INCOME TAXES.

Item 3. — Quantitative and Qualitative Disclosures about Market Risk

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. We have established policies, procedures and internal processes governing our management of market risks in the normal course of our business operations. We do not hold any material market risk-sensitive instruments for trading purposes.

Credit Risk

Two primary sources of credit risk inherent in our business are client margin lending and securities lending and borrowing. We manage risk on client margin lending by requiring clients to maintain margin collateral in compliance with regulatory and internal guidelines. We monitor required margin levels daily and, pursuant to such guidelines, require our clients to deposit additional collateral, or to reduce positions, when necessary. We continuously monitor client accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us. We manage risks associated with our securities lending and borrowing activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis and requiring additional cash as collateral for securities loaned or return of collateral for securities borrowed when necessary and by participating in a risk-sharing program offered through the Options Clearing Corporation.

Interest Rate Risk

As a fundamental part of our brokerage business, we invest in interest-earning assets and are obligated on interest-bearing liabilities. In addition, we earn fees on our MMDA sweep arrangement with TD Bank USA, which are subject to interest rate risk. Changes in interest rates could affect the interest earned on assets differently than interest paid on liabilities. A rising interest rate environment generally results in our earning a larger net interest spread. Conversely, a falling interest rate environment generally results in our earning a smaller net interest spread.

Our most prevalent form of interest rate risk is referred to as “gap” risk.  This risk occurs when the interest rates we earn on our assets change at a different frequency or amount than the interest rates we pay on our liabilities. We have an Asset/Liability Committee as the governance body with the responsibility of managing interest rate risk, including gap risk.

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We use net interest simulation modeling techniques to evaluate the effect that changes in interest rates might have on pre-tax income. Our model includes all interest-sensitive assets and liabilities of the Company and interest-sensitive assets and liabilities associated with the MMDA agreement. The simulations involve assumptions that are inherently uncertain and, as a result, cannot precisely predict the impact that changes in interest rates will have on pre-tax income. Actual results may differ from simulated results due to differences in timing and frequency of rate changes, changes in market conditions and changes in management strategy that lead to changes in the mix of interest-sensitive assets and liabilities.

The simulations assume that the asset and liability structure of the Condensed Consolidated Balance Sheet and the MMDA arrangement would not be changed as a result of simulated changes in interest rates. The results of the simulations based on our financial position as of June 30, 2008 indicate that a gradual 1% (100 basis point) increase in interest rates over a 12-month period would result in approximately $22 million more pre-tax income, while a gradual 1% (100 basis point) decrease in interest rates over a 12-month period would result in approximately $30 million less pre-tax income.

Other Market Risks

Our revenues and financial instruments are denominated in U.S. dollars. We generally do not invest in derivative instruments, except for economic hedging purposes.

Item 4. — Controls and Procedures

Disclosure Controls and Procedures

Management, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2008. Management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1. — Legal Proceedings

Spam Litigation – A purported class action, captioned Elvey v. TD Ameritrade, Inc., was filed on May 31, 2007 in the United States District Court for the Northern District of California. The complaint alleges that TDA Inc. disclosed, inadvertently or intentionally, the e-mail addresses of account holders to spammers, who then sent the account holders e-mail solicitations promoting certain stocks. The complaint includes claims of alleged violations of California and federal statutes and alleged breach of fiduciary duty and requests injunctive and other equitable relief and damages. As disclosed in a press release dated September 14, 2007, the Company discovered and eliminated unauthorized code from its systems that allowed access to an internal database. The discovery was made as the result of an internal investigation of stock-related spam. The Company hired an independent consultant to investigate whether identity theft occurred as a result of the breach. The consultant conducted four investigations over the last 12 months and reports that it continues to find no evidence of identity theft. A second lawsuit, captioned Zigler v. TD Ameritrade, Inc., was filed on September 26, 2007, in the same jurisdiction on behalf of a purported nationwide class of account holders. The factual allegations of the complaint and the relief sought are substantially the same as those in the first lawsuit.

The parties entered into an agreement to settle the lawsuits on a class basis subject to court approval. The cases were consolidated under the caption In re TD Ameritrade Accountholders Litigation. A hearing on a motion requesting preliminary approval of the proposed settlement was held on June 12, 2008. At the hearing, one of the three plaintiffs objected to the proposed settlement. The Court entered an order denying the motion for preliminary approval without prejudice and directed the parties to provide supplemental information to assist the Court in evaluating the proposed settlement. On July 10, 2008, TDA Inc. and two of the plaintiffs provided supplemental information in response to the Court’s direction and in further support of the proposed settlement. The Court has scheduled a case conference for September 15, 2008.

Auction Rate Securities Matters – Beginning in March 2008, lawsuits were filed against various financial services firms by customers related to their investments in auction rate securities (“ARS”). The plaintiffs in these lawsuits allege that the defendants made material misrepresentations and omissions in statements to customers about investments in ARS and the manner in which the ARS market functioned in violation of provisions of the federal securities laws. Two purported class action complaints have been filed alleging such conduct with respect to TDA Inc. and TD AMERITRADE Holding Corporation. The first case, filed on March 19, 2008, is captioned Humphrys v. TD Ameritrade Holding Corp. et al. The

28

second case, filed on April 17, 2008, is captioned Silverstein v. TD Ameritrade Holding Corp. et al. Both complaints were filed on behalf of customers who purchased ARS between March 19, 2003 and February 13, 2008. The complaints seek an unspecified amount of compensatory damages, injunctive relief, interest and attorneys’ fees. Both cases are pending in the U.S. District Court for the Southern District of New York. A motion has been filed by some plaintiffs requesting that the proceedings in the lawsuits against the various financial services firms in effect be consolidated before one judge. The Company and defendants and several plaintiffs in other cases have filed oppositions to the motion. The Company has asserted in its opposition that it is in a significantly different position than a number of other financial services firms because the Company did not act as an underwriter of ARS, did not act as a manager of any auctions and did not act as a market maker for ARS. The motion is pending.

The SEC and other regulatory authorities are conducting investigations regarding the sale of ARS. TDA Inc. has received a subpoena and other requests for documents and information from the regulatory authorities. The Company is cooperating with the investigations and requests. As of June 30, 2008, the Company’s clients hold ARS with an aggregate par value of approximately $1.2 billion in TDA Inc. accounts.

Other Legal and Regulatory Matters – The Company is subject to lawsuits, arbitrations, claims and other legal proceedings in connection with its business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. Management believes the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.

In the normal course of business, the Company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry. These matters could result in censures, fines or other sanctions. Management believes the outcome of any resulting actions will not be material to the Company’s financial condition, results of operations or cash flows. However, the Company is unable to predict the outcome of these matters.

Item 1A. — Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A — “Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2007, which could materially affect our business, financial condition or future results of operations. The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

There have been no material changes from the risk factors disclosed in the Company’s Form 10-K for the fiscal year ended September 30, 2007.

Item 2. — Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES
					Total Number of		Maximum Number
					Shares Purchased as		of Shares that May
	Total Number of		Average Price		Part of Publicly		Yet Be Purchased
Period	Shares Purchased		Paid per Share		Announced Program		Under the Program
April 1, 2008 - April 30, 2008		530,000	$	17.41		530,000		9,741,200
May 1, 2008 - May 31, 2008		205,000	$	18.04		205,000		9,536,200
June 1, 2008 - June 30, 2008		195,000	$	18.49		195,000		9,341,200
Total — Three months ended June 30, 2008		930,000	$	17.78		930,000		9,341,200

Our common stock repurchase program was authorized on August 2, 2006. Our board of directors originally authorized the Company to repurchase up to 12 million shares. On November 15, 2006, the board of directors added 20 million shares to the original authorization, increasing the total authorization to 32 million shares. This program is the only program currently in effect and there were no programs that expired during the third quarter of fiscal 2008.

Item 6. — Exhibits

2.1	Stock Purchase Agreement, dated May 24, 2007, between TD AMERITRADE Online Holdings Corporation and Fiserv, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s quarterly report on Form 10-Q filed on August 7, 2007)
3.1	Amended and Restated Certificate of Incorporation of TD AMERITRADE Holding Corporation, dated January 24, 2006 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on January 27, 2006)
3.2	Amended and Restated By-Laws of TD AMERITRADE Holding Corporation, effective March 9, 2006 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 15, 2006)

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10.1	Employment Agreement, as amended and restated, effective as of June 11, 2008, between Joseph H. Moglia and TD AMERITRADE Holding Corporation
10.2	Employment Agreement, as amended and restated, effective as of May 16, 2008, between Fredric J. Tomczyk and TD AMERITRADE Holding Corporation
10.3	Non-Qualified Stock Option Agreement, dated May 15, 2008, between Fredric J. Tomczyk and TD AMERITRADE Holding Corporation
10.4	Amendment to Employment Agreement, dated as of April 24, 2008, between T. Christian Armstrong and TD AMERITRADE Holding Corporation
15.1	Awareness Letter of Independent Registered Public Accounting Firm
31.1	Certification of Joseph H. Moglia, Principal Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of William J. Gerber, Principal Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 8, 2008

TD AMERITRADE Holding Corporation (Registrant)
By:	/s/ JOSEPH H. MOGLIA
	Joseph H. Moglia
	Chief Executive Officer (Principal Executive Officer)
By:	/s/ WILLIAM J. GERBER
	William J. Gerber
	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

                                                                    EXHIBIT 10.1

                        TD AMERITRADE HOLDING CORPORATION

                      JOSEPH H. MOGLIA EMPLOYMENT AGREEMENT

      This Agreement, originally entered into as of May 19, 2006, by and between
TD Ameritrade Holding Corporation (the "Company") and Joseph H. Moglia
("Executive") and amended effective as of June 23, 2006, is hereby amended and
restated in its entirety effective as of June 11, 2008 (the "Amendment Date").

      1. Duties and Scope of Employment.

            (a) Positions and Duties. Since May 19, 2006 (the "Effective Date"),
Executive has served as Chief Executive Officer, reporting to the Company's
Board of Directors (the "Board"). As of the Amendment Date, Executive continues
to serve in such position and shall do so until September 30, 2008 (the
"Transition Date"). Immediately after the Transition Date, Executive's service
as the Chief Executive Officer shall cease and Executive shall immediately
thereafter become the employee Chairman of the Board. Executive's duties as
employee Chairman of the Board shall include those as set forth in the Company's
Bylaws and as set forth in Exhibit A. The period Executive is employed by the
Company under this Agreement as either the Chief Executive Officer or employee
Chairman of the Board is referred to herein as the "Employment Term."

            (b) Board Membership. Executive was appointed to serve as a member
of the Board prior to the Effective Date. During the Employment Term, at each
annual meeting of the Company's stockholders at which Executive's term as a
member of the Board has otherwise expired, the Company will nominate Executive
to serve as a member of the Board, and after the Transition Date, such
nomination shall provide that Executive shall hold the office of employee
Chairman of the Board. Executive's service as a member of the Board and/or
Chairman of the Board will be subject to any required stockholder approval. Upon
the termination of Executive's employment for any reason, unless otherwise
requested by the Board and agreed to by Executive, Executive will be deemed to
have resigned from the Board (and any boards of subsidiaries) voluntarily,
without any further required action by Executive, as of the end of Executive's
employment and Executive, at the Board's request, will execute any reasonable
documents necessary to reflect his resignation.

            (c) Obligations. During the Employment Term, Executive will devote
Executive's full business efforts to the Company and will use good faith efforts
to discharge Executive's obligations under this Agreement to the best of
Executive's ability and in accordance with each of the Company's corporate
guidance and ethics guidelines, conflict of interests policies and code of
conduct. For the duration of the Employment Term, Executive agrees not to
actively engage in any other employment, occupation, or consulting activity for
any direct or indirect remuneration without the prior approval of the Audit
Committee of the Board (which approval will not be unreasonably withheld);
provided, however, that Executive may, without the approval of the Audit
Committee of the Board, serve in any capacity with any civic, educational, or
charitable organization, provided such services do not interfere (other than in
an insubstantial manner) with Executive's obligations to Company. Executive
expects to serve as a member of the Board of Directors of AXA Financial, Inc.



and of its subsidiary, The Equitable Life Assurance Society of the U.S., and the
parties agree that such service will not constitute a violation of this Section
1(c).

                  (i) Executive hereby represents and warrants to the Company
that Executive is not party to any contract, understanding, agreement or policy,
written or otherwise, that would be breached by Executive's entering into, or
performing services under, this Agreement. Executive further represents that he
has disclosed to the Company all threatened, pending, or actual claims that are
unresolved and still outstanding as of the Effective Date, in each case, against
Executive of which he is aware, if any, as a result of his employment with his
previous employer or his membership on any boards of directors (other than the
Board or its affiliates, predecessors or subsidiaries).

            (d) Other Entities. Until the Transition Date, and thereafter as
reasonably requested by the Board, Executive agrees to serve, without additional
compensation, as an officer and director for each of the Company's subsidiaries,
partnerships, joint ventures, limited liability companies and other affiliates,
including entities in which the Company has a significant investment as
determined by the Company. As used in this Agreement, the term "affiliates" will
include any entity controlled by, controlling, or under common control of the
Company. The parties agree that the indemnification, contribution and insurance
rights of Executive referenced in Section 12 will also apply to Executive's
activities under this Section 1(d).

      2. At-Will Employment. Executive and the Company agree that Executive's
employment with the Company constitutes "at-will" employment. Executive and the
Company acknowledge that this employment relationship may be terminated at any
time, upon written notice to the other party, with or without good cause or for
any or no cause, at the option either of the Company or Executive. However, as
described in this Agreement, Executive may be entitled to severance and other
payments and benefits depending upon the circumstances of Executive's
termination of employment.

      3. Term of Agreement. This Agreement will continue from the Amendment Date
through, including and ending on May 31, 2011 (the "Term of the Agreement"). The
Term of the Agreement will be divided into two periods, with an initial period
beginning on the Amendment Date and ending on the Transition Date and an
additional period beginning immediately after the Transition Date and ending on
May 31, 2011 (the "Additional Term"). The period of time beginning on the
Amendment Date and ending on May 31, 2009, which is intended to reflect the
remaining period of the "Initial Term" as that term was defined in the
predecessor Agreement dated as of June 23, 2006, shall be referred to herein as
the "Remaining Original Term."

      4. Compensation.

            (a) Base Salary. As of the Amendment Date, the Company will continue
to pay Executive an annual salary of $1,000,000 as compensation for his services
(such annual salary, as is then effective, to be referred to herein as "Base
Salary") during the Employment Term. The Base Salary will be paid periodically
in accordance with the Company's normal payroll practices and be subject to the
usual, required withholdings.

            (b) Annual Incentive. With respect to the Company's 2008 and 2009
fiscal years, Executive will be eligible to participate in the Ameritrade
Holding Corporation Management

                                     -2-


Incentive Plan ("MIP"), pursuant to which Executive will be eligible to earn an
annual incentive award (the "Annual Incentive") based upon the achievement of
applicable performance criteria established in good faith by the HR &
Compensation Committee of the Board within the first ninety (90) days of each
applicable fiscal year and communicated in writing to Executive within such
ninety (90) day period. For the Company's 2008 fiscal year the Annual Incentive
will have a target value of $3,000,000. For the Company's 2009 fiscal year the
Annual Incentive will have a target value of $2,000,000 (which reflects the
pro-rata period beginning on October 1, 2008 and ending on May 31, 2009 (the
"Pro-Rata Period")). Executive shall not be eligible to participate in the MIP
for any period beginning on and after June 1, 2009.

            (c) Equity Awards. During the Employment Term, Executive will be
eligible to participate in the Ameritrade Holding Corporation 1996 Long-Term
Incentive Plan (the "LTIP").

                  (i) Special Grant. On March 10, 2006, Executive was granted a
special award under the LTIP of 580,550 performance restricted share units (the
"Special Grant"). The Special Grant will be scheduled to vest and be settled in
accordance with the performance criteria and vesting schedule set forth on
Exhibit B of the applicable Special Grant Award Agreement.

                  (ii) Annual Award. On October 25, 2006, Executive was granted
an award under the LTIP of 280,486 performance restricted stock units, and on
October 25, 2007, Executive was granted an additional award under the LTIP of
288,210 restricted stock units (collectively the "Prior Awards"). The Prior
Awards will be scheduled to vest and be settled in accordance with the
performance criteria and vesting schedule set forth on Exhibit B of the
applicable Award Agreement. As consideration for the execution of this amended
and restated Agreement the Executive shall, with respect to the Company's 2008
and 2009 fiscal years, be eligible for additional awards under the LTIP of
restricted share units with a target value, determined by the Company pursuant
to a reasonable and uniform methodology on the date of grant, and will be
scheduled to vest and be settled in accordance with the applicable performance
criteria and vesting schedule provided in the applicable Award Agreement. For
the Company's 2008 fiscal year the Annual Award will have a target value of
$6,000,000 on the date of grant (the "2008 Award"). For the Company's 2009
fiscal year the Annual Award will have a target value of $4,000,000 on the date
of grant (which reflects the Pro-Rata Period) (the "2009 Award"). The 2008 Award
and the 2009 Award shall be scheduled to vest and be settled in accordance with
the applicable performance criteria and vesting schedule to be provided in the
applicable Award Agreement. The Prior Awards, the 2008 Award and the 2009 Award
shall be referred to herein collectively as the "Annual Awards" and individually
as an "Annual Award." Executive shall not receive any grant of any additional
Annual Awards for any period beginning on and after June 1, 2009.

                  (iii) Should any conflict or inconsistency exist between the
terms of this Agreement and the terms of the Special Grant or an Annual Award
that would provide Executive with a greater or otherwise better benefit, then
the terms of this Agreement will prevail.

                                     -3-


      5. Employee Benefits.

            (a) Generally. Executive will be eligible to participate in
accordance with the terms of all Company employee benefit plans, policies and
arrangements that are applicable to other executive officers of the Company, as
such plans, policies and arrangements may exist from time to time.

            (b) Airplane Travel. When traveling on Company-related business,
Executive will be entitled to fly on private aircraft, at the sole expense of
the Company.

      6. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment and other expenses incurred by Executive in the furtherance of the
performance of Executive's duties hereunder, in accordance with the Company's
expense reimbursement policy with respect to all executive officers of the
Company as in effect from time to time.

      7. Termination of Employment. In the event Executive's employment with the
Company terminates for any reason, Executive will be entitled to any (a) unpaid
Base Salary accrued up to the effective date of termination, (b) unpaid, but
earned, Annual Incentive for any completed applicable fiscal year as of his
termination of employment, (c) not yet granted, but otherwise earned, Annual
Award for any completed applicable fiscal year as of his termination of
employment, such amount to be based on actual performance achieved for such
fiscal year and shall be paid entirely in cash at the time the Company makes
such other annual awards to its other executives; (d) pay for accrued but unused
vacation, (e) benefits or compensation as provided under the terms of any
employee benefit and compensation agreements or plans applicable to Executive,
(f) unreimbursed business expenses required to be reimbursed to Executive, (g)
rights to indemnification and contribution Executive may have under the
Company's Articles of Incorporation, Bylaws, the Agreement, or separate
indemnification agreement, as applicable, and (h) payments and reimbursements
under Sections 10 and 17 hereof. The payments and benefits set forth in this
Section 7 will be in addition to the applicable payments and benefits set forth
in Section 8.

      8. Severance.

            (a) Termination Without Cause or Resignation for Good Reason During
the Remaining Original Term. If during the Remaining Original Term Executive's
employment is terminated by the Company without Cause or if Executive resigns
for Good Reason, then, subject to Sections 9 and 10, and in addition to the
payments in Section 7, Executive will receive: (i) continued payment of Base
Salary for the Severance Period in accordance with the Company's normal payroll
policies; (ii) continued payment of Executive's Annual Incentive at the actual
performance level achieved during the fiscal year of Executive's termination for
a period of time equal to the Severance Period in accordance with the Company's
normal payroll policies with the form of such payout identical to that

                                     -4-


received by the other participants in the MIP for such year; (iii) the current
fiscal year's Annual Incentive pro-rated to the date of termination, with such
pro-rated amount to be payable within thirty (30) days after termination and
calculated by multiplying the current fiscal year's incentive compensation
determined by actual performance as of the date of termination by a fraction
with a numerator equal to the number of days between the start of the current
fiscal year and the date of termination and a denominator equal to 365 with the
form of such payout identical to that received by the other participants in the
MIP for such year; (iv) the payment in cash of the value of any Annual Awards
scheduled to be granted to Executive (but not yet so granted) during the
Remaining Original Term, payable within thirty (30) days after such termination;
and (v) restricted share units granted under the LTIP as part of any Annual
Awards or the Special Grant that (1) are subject to performance vesting will be
fully earned and the actual number of restricted share units which will be
considered vested (in addition to those which vested in accordance with their
terms) will be determined (A) by actual performance for any completed
performance period through the date of Executive's termination and (B) by actual
performance, as specified in the applicable Award Agreement, for any incomplete
or remaining performance periods after Executive's termination (the vested
restricted share units will be settled in shares of Company common stock on the
original settlement date as forth in the Award Agreement (without regard to such
termination)), and (2) are subject to time based vesting shall be considered
fully vested and will be settled promptly thereafter as provided by the
applicable Award Agreement.

            (b) Voluntary Termination After the Transition Date or Termination
Upon Completion of the Term of the Agreement. If after the Transition Date
Executive voluntarily terminates his employment for any reason (including
specifically any Good Reason, but excluding any termination in which Executive
does not provide the Company with sixty (60) days advance written notice of his
termination), or upon a termination upon completion of the Term of the
Agreement, then, subject to Sections 9 and 10, and in addition to the payments
in Section 7 and any other applicable payments in this Section 8, then
restricted share units granted under the LTIP as part of any Annual Awards or
the Special Grant that (1) are subject to performance vesting will be fully
earned and the actual number of restricted share units which will be considered
vested (in addition to those which vested in accordance with their terms) will
be determined (A) by actual performance for any completed performance period
through the date of Executive's termination and (B) by actual performance, as
specified in the applicable Award Agreement, for any incomplete or remaining
performance periods after Executive's termination (the vested restricted share
units will be settled in shares of Company common stock on the original
settlement date as forth in the Award Agreement (without regard to such
termination)), and (2) are subject to time based vesting shall be considered
fully vested and will be settled promptly thereafter as provided by the
applicable Award Agreement.

            (c) Termination Without Cause or Resignation for Good Reason After
the Remaining Original Term and During the Additional Term. If after the
Remaining Original Term and during the Additional Term Executive's employment is
terminated by the Company without Cause or if Executive resigns for Good Reason,
then, subject to Sections 9 and 10, and in addition to the payments in Section
7, Executive will receive: (i) continued payment of Base Salary for the
Severance Period in accordance with the Company's normal payroll policies; and
(ii) restricted share units granted under the LTIP as part of any Annual Awards
or the Special Grant that (1) are subject to performance vesting will be fully
earned and the actual number of restricted share units which will be considered
vested (in addition to those which vested in accordance with their terms) will
be determined (A) by actual performance for any completed performance period
through the date of Executive's termination and (B) by actual performance, as
specified in the applicable Award Agreement, for any incomplete or remaining
performance periods after Executive's termination (the vested restricted share
units will be settled in shares of Company common stock on the original
settlement date as forth in the Award Agreement (without regard to such
termination)), and (2) are subject to time based vesting shall be considered
fully vested and will be settled promptly thereafter as provided by the
applicable Award Agreement.

                                     -5-


            (d) Voluntary Termination After Transition Date, Termination Without
Cause or Resignation for Good Reason During the Term of the Agreement or
Termination Upon Completion of the Term of the Agreement. If after the
Transition Date Executive voluntarily terminates his employment, or if Executive
is terminated without Cause or voluntarily terminates his employment for any
reason (including specifically any Good Reason, but excluding any termination in
which Executive does not provide the Company with sixty (60) days advance
written notice of his termination) during the Term of the Agreement, or upon a
termination upon completion of the Term of the Agreement, then, in addition to
any other applicable payments or benefits described in Sections 7 or 8 of this
Agreement, Executive will receive at the sole expense of the Company: (i) an
office at Company headquarters or at a location of Executive's choosing with the
cost and size of such office to be reasonably determined by the Audit Committee
of the Board, for a period of five (5) years following the date of Executive's
termination; (ii) an experienced full-time executive assistant and an
experienced associate of the Executive's choosing, both of whom shall be
employed by the Company and covered by the Company's benefits plans as in effect
from time to time, for a period of five (5) years following the date of
Executive's termination with such expense to the Company to be reasonably
determined by the Audit Committee of the Board and Executive; (iii)
post-retirement medical coverage for Executive, his spouse and Executive's
eligible dependents under the Company's benefit plans for the life of Executive,
or for the life of Executive's spouse if she survives Executive, with such
coverage to be secondary to Executive's Medicare benefits, with such benefits to
be comparable to the terms of all Company medical plans, policies and
arrangements that are applicable to other executive officers of the Company
(except that Executive's spouse will also receive coverage for the remainder of
her life), as such plans, policies and arrangements may exist from time to time;
(iv) use of a private aircraft when traveling at the Company's request; and (v)
Executive shall be given the title "Chairman Emeritus" and shall be entitled to
such title beginning on the date of his termination and ending on the date
Executive provides any services to any "Other Business" (as defined in Section 9
below) in the financial services industry.

            (e) Voluntary Termination Without Good Reason Prior to the
Transition Date. If Executive voluntarily terminates his employment without Good
Reason prior to the Transition Date, then, except as provided in Section 7, (i)
Executive will forfeit his Annual Incentive award for the fiscal year in which
the termination occurs, and (ii) Executive will forfeit all unvested restricted
share units previously granted as part of the Special Grant or any Annual Awards
under the LTIP.

            (f) Termination due to Death or Disability. In the event of a
termination of Executive's employment during the Employment Term due to death or
Disability, then, subject to Sections 9 and 10, and in addition to the payments
in Section 7, Executive will be entitled to receive (i) the current year's (if
any) Annual Incentive pro-rated to the date of termination, and calculated based
on actual performance, and paid at the same time as similar amounts are paid to
other Company executives, with such pro-rated amount to be calculated by
multiplying the current fiscal year's actual Annual Incentive by a fraction with
a numerator equal to the number of days between the start of the current fiscal
year and the date of termination and a denominator equal to 365, (ii) the
current year's (if any) Annual Award pro-rated to the date of termination, and
calculated based on actual performance, and paid entirely in cash at the same
time as similar amounts are paid to other Company executives, with such
pro-rated amount to be calculated by multiplying the current fiscal year's
actual Annual Award by a fraction with a numerator equal to the number of days
between the start of the current fiscal year and the date of termination and a
denominator equal to 365, and (iii) restricted

                                     -6-


share units granted under the LTIP as part of any Annual Awards or the Special
Grant will be governed by the applicable (death or disability) provision of the
Award Agreement.

      9. Conditions to Receipt of Severance; Non-solicitation and
Non-competition; No Duty to Mitigate.

            (a) Conditions to Receipt of Severance. The receipt of any severance
pursuant to Section 8 will be subject to Executive signing and not revoking a
separation and release of claims agreement in substantially the form attached as
Exhibit B, but with any appropriate reasonable modifications, reflecting changes
in applicable law, as is necessary to provide the Company with the protection it
would have if the release were executed as of the Effective Date. No severance
will be paid or provided until the separation agreement and release agreement
becomes effective. The Company agrees that it will execute and deliver to
Executive said separation and release of claims agreement no later than eight
(8) days after it receives a copy of such agreement executed by Executive.
Company agrees that it will be bound by such separation and release of claims
agreement and that same will become effective from and after the "Effective
Date" thereof (as defined in Section 28 of such separation and release of claims
agreement), even if Company fails or refuses to execute and deliver same to
Executive. The receipt of any severance pursuant to Section 8 will also be
subject to, during the Employment Term and the Restricted Period, Executive
complying with the non-solicitation and non-competition requirements of Section
9(b).

            (b) Non-solicitation and Non-competition.

                  (i) During the Employment Term and the Restricted Period
Executive shall not (without the written consent of the Board) engage or
participate in any business within any state in the United States where the
Company conducts business (as an owner, partner, stockholder, holder of any
other equity interest, or financially as an investor or lender, or in any
capacity calling for the rendition of personal services or acts of management,
operation or control) which is engaged in any activities or business competitive
with any of the primary businesses conducted by the Company or any of its
Affiliates (as defined below) other than as set forth in clauses (ii) and (iii)
below. For purposes of this Agreement, the term "primary businesses" is defined
as an on-line brokerage business (a "Competitive Business").

                  (ii) Notwithstanding the foregoing, the parties agree and
understand that under this Section 9(b): (1) during the Remaining Original Term,
Executive shall be prohibited during the Restricted Period from engaging or
participating with any business, firm, corporation, partnership or other entity
(an "Other Business") that includes the primary business irrespective of the
size of the primary business of the Other Business in comparison to overall size
of such Other Business and (2) after the Remaining Original Term and/or upon the
completion of the Term of the Agreement, Executive shall remain subject to the
other restrictions set forth in Section 9(b)(i) above, but shall be permitted to
engage or participate during the remainder of the Restricted Period in any Other
Business, including, solely for this clause (2), divisions of any Other
Business, such as private client, asset management, institutional services, that
includes the primary business, provided that Executive does not have primary
responsibility for the on-line brokerage business of the Other Business. For
purposes of this Section 9(b)(ii)(2), if Executive is in charge of any division
of any Other Business which division includes an on-line brokerage business and
another employee(s) is primarily responsible for such on-line brokerage business
(such employee(s), the "Brokerage

                                     -7-


Head"), Executive will not be deemed to have primary responsibility for the
on-line brokerage business of such Other Business even if such Brokerage Head
directly reports to and/or is supervised by Executive.

                  (iii) Notwithstanding the foregoing, Executive shall be
permitted to own securities of (1) any Other Business that he is engaged or
employed by as permitted by Section 9(b)(ii)(2) (without being subject to any
limitation on the percentage of such securities that he may own) and (2) any
other Competitive Business so long as the securities of such corporation or
other entity are listed on a national securities exchange or on the NASDAQ
Global Market and the securities owned directly or indirectly by Executive do
not represent more than 2% of the outstanding securities of such corporation or
other entity;

                  (iv) During the Restricted Period, neither Executive, nor any
Other Business for which Executive may engage or participate in, will directly,
(A) knowingly induce any customer or vendor of the Company or of corporations or
businesses which directly or indirectly are controlled by the Company
(collectively, the "Affiliates") to patronize any Competitive Business; or (B)
knowingly request or advise any customer or vendor to withdraw, curtail or
cancel such customer's or vendor's business with the Company or any of its
Affiliates. Subsection (A) above will not apply to a customer or vendor that was
already a customer or vendor of the Competitive Business at the time Executive's
employment with the Company is terminated, and will only apply to vendors that
supply products or services that are by their nature specialized and significant
to the Company in relation to any of the primary businesses of the Company at
the time of termination.

                  (v) During the Restricted Period, neither Executive nor any
Other Business for which Executive may engage or participate in will (A)
knowingly hire, solicit for hire or attempt to hire any key employee of the
Company or any of its Affiliates, or (B) encourage any key employee of the
Company or any of its Affiliates to terminate such employment. For purposes of
this Agreement, "key employee" means current employees whose base annual salary
exceeds $200,000 as well as anyone employed by the Company or any of its
Affiliates within the prior six (6) months from Executive's date of termination
whose base annual salary exceeds $200,000; provided, however, that this
provision will not preclude any business in which Executive may engage or
participate in from soliciting any such employee by means of or hiring any such
employee who (1) responds to a public announcement placed by the business and/or
(2) was solicited by a recruiter pursuant to a non-targeted mailing (including
e-mails) and/or non-targeted phone calls, as long as Executive otherwise
complies with subsections (A) and (B) above; and

                  (vi) In the event that any of the provisions of this Section
should ever be deemed to exceed the time, geographic or occupational limitations
permitted by applicable laws, then such provisions will and are hereby reformed
to the maximum time, geographic or occupational limitations permitted by
applicable law.

            (c) Nondisparagement. During the Employment Term and Restricted
Period, Executive will not knowingly disparage, criticize, or otherwise make any
derogatory statements regarding the Company, its directors, or its officers. The
Company will instruct its officers and directors to not knowingly disparage,
criticize, or otherwise make any derogatory statements regarding Executive
during the Employment Term and Restricted Period. Notwithstanding the foregoing,
nothing contained in this agreement will be deemed to restrict Executive, the
Company or

                                     -8-


any of the Company's current or former officers and/or directors from providing
information to any governmental or regulatory agency (or in any way limit the
content of any such information) to the extent they are requested or required to
provide such information pursuant to applicable law or regulation.

            (d) Other Requirements. Executive's receipt of continued severance
payments will be subject to Executive continuing to comply with the terms and
provisions of Sections 9 and 10. Executive will not be obligated to comply with
Section 9 of this Agreement while the Company is in material default of its
payment and reimbursement obligations under Sections 7, 8, 10, or 17 of this
Agreement. Notwithstanding the foregoing, the Company will not be considered to
be in default of its payments and reimbursement obligations unless Executive
provides written notice to the Board setting forth his reasons why he believes
the Company is in default and giving the Company fifteen (15) days to cure such
default, if any.

            (e) No Duty to Mitigate. Executive will not be required to mitigate
the amount of any payment or consideration contemplated by this Agreement, nor
will any earnings that Executive may receive from any other source reduce any
such payment or consideration.

            (f) Inadvertence. Notwithstanding anything in this Section 9 (or any
other provision) of this Agreement to the contrary, any inadvertent violation by
Executive of any of the provisions of Section 9(b)(iv) or 9(b)(v) which
Executive believed in good faith was not a violation of such Sections and any
violation by any Other Business in which Executive may engage or participate of
any of the provisions of Section 9(b)(iv) or 9(b)(v) which violation was done
without the Executive's knowledge and without the Executive's direct or indirect
participation or encouragement shall not result in the cessation of Executive's
severance payments hereunder. Executive shall remain liable for the Company's
direct damages, if any, resulting from any such violation of Section 9(b)(iv) or
9(b)(v); provided, however, the Executive shall only be liable for any violation
by any Other Business in which Executive may engage or participate of Section
9(b)(iv) or 9(b)(v) to the extent that Executive directly causes or directly
encourages such business to take any action prohibited by such section.

      10. Confidential Information and Intellectual Property.

            (a) Except as may be required by law or legal process, or except to
the extent required to perform Executive's duties and responsibilities
hereunder, Executive will keep secret and confidential indefinitely, so long as
same remains secret and confidential, all non-public confidential information
(including, without limitation, information regarding cost of new accounts,
activity rates of different market niche customers, advertising results,
technology (hardware and software), architecture, discoveries, processes,
algorithms, maskworks, strategies, intellectual properties, customer lists and
other customer information) concerning any of the Company and its affiliates
which was acquired by or disclosed to Executive during the course of Executive's
employment with the Company ("Confidential Information") and not use in any
manner or disclose the same, either directly or indirectly, to any other person,
firm or business entity.

            (b) At the end of the Employment Term (whether by expiration or
termination) or at the Company's earlier request, Executive will promptly return
to the Company (or destroy if so directed by the Company) any and all records,
documents, physical property, information, computer

                                     -9-


disks, drives or other materials relative to the business of any of the Company
and its affiliates obtained by Executive during the course of his employment
with the Company and not keep any copies thereof.

            (c) Executive acknowledges and agrees that all right, title and
interest in inventions, discoveries, improvements, trade secrets, developments,
processes and procedures made by Executive, in whole or in part, or conceived by
Executive either alone or with others, when employed by the Company, including
such of the foregoing items conceived during the course of employment which are
developed or perfected after Executive's termination of employment, are owned by
the Company ("Company IP"). Executive assigns any and all right, title and
interest he may have to Company IP to the Company and will promptly assist the
Company or its designee, at the Company's expense, to obtain patents,
trademarks, copyrights and service marks concerning Company IP made by Executive
and Executive will promptly execute all reasonable documents prepared by the
Company or its designee and take all other reasonable actions which are
necessary or appropriate to secure to the Company and its affiliates the
benefits of Company IP. Such patents, trademarks, copyrights and service marks
will at all times be the property of the Company and its affiliates. Executive
promptly will keep the Company informed of, and promptly will execute such
assignments prepared by the Company or its designee as may be necessary to
transfer to the Company or its affiliates the benefits of, any Company IP. The
Company will promptly reimburse Executive for all costs, fees (including
reasonable attorney fees) and expenses incurred by him in connection with his
obligations and undertakings in this paragraph (c) and in paragraph (d) below.

            (d) To the extent that any court or agency seeks to require
Executive to disclose Confidential Information, Executive promptly will inform
the Company and take reasonable steps, at the Company's expense, to endeavor to
prevent the disclosure of Confidential Information until the Company has been
informed of such requested disclosure, and the Company has an opportunity to
respond to such court or agency. To the extent Executive obtains information on
behalf of the Company or any of its affiliates that Executive knows is subject
to attorney-client privilege as to the Company's attorneys, Executive will
promptly inform the Company and take reasonable steps, at the Company's expense,
to endeavor to maintain the confidentiality of such information and to preserve
such privilege.

            (e) Confidential Information does not include information in the
public domain or information which has been released to the public by the
Company. Nothing in this Section 10 will be construed so as to prevent Executive
from using, in connection with his employment for himself or an employer other
than the Company, knowledge which was acquired by him during the course of his
employment with the Company and which is generally known to persons of his
experience in other companies in the same industry. Subject to Section 10(d),
Executive will be permitted to disclose Confidential Information if required by
a subpoena or court or administrative order.

            (f) The receipt of any severance pursuant to Section 8 will be
subject to Executive complying with the terms of this Section 10.

      11. Definitions.

                                     -10-


            (a) Award Agreement. For purposes of this Agreement, "Award
Agreement" will mean the form of award agreement entered into between Executive
and the Company in connection with the Special Grant and Annual Awards.

            (b) Cause. For purposes of this Agreement, "Cause" will mean
Executive's conviction of, or plea of nolo contendere to, a criminal offense
arising out of a breach of trust, embezzlement or fraud committed against the
Company by Executive in the course of Executive's employment with the Company.

            (c) Change of Control. For purposes of this Agreement, "Change of
Control" will have the meaning set forth in the LTIP.

            (d) Disability. For purposes of this Agreement, Disability means, by
reason of any medically determinable physical or mental impairment which
prevents Executive from performing his material duties under this Agreement,
with reasonable accommodation, on a substantially full time basis for not less
than one hundred eighty (180) consecutive calendar days.

            (e) Good Reason. For purposes of this Agreement, "Good Reason" means
the occurrence of any of the following, without Executive's express written
consent:

                  (i) Until the Transition Date, the appointment of any
individual other than Executive as Chief Executive Officer of the Company;

                  (ii) After the Transition Date, the appointment or nomination
by the Board of any individual other than Executive as Chairman of the Board;

                  (iii) Any failure by the Company to provide Executive with the
reporting relationship as provided in Section 1(a) or any material and adverse
reduction in Executive's reporting relationship other than any isolated,
insubstantial and inadvertent failure by the Company that is not in bad faith
and is cured promptly on Executive giving the Company notice of such failure;

                  (iv) A material reduction in the kind or level of employee
benefits to which Executive is entitled immediately prior to such reduction with
the result that Executive's overall benefits package is significantly reduced.
Notwithstanding the foregoing, a one-time reduction that also is applied to
substantially all other executive officers of the Company and that reduces the
level of employee benefits by a percentage reduction of 10% or less will not
constitute Good Reason;

                  (v) A reduction (even if permitted under the applicable plan
documents or Award Agreement or Annual Incentive) in Executive's Base Salary,
Target Annual Incentive, Special Grant, or Annual Award as in effect immediately
prior to such reduction. Notwithstanding the foregoing, a one-time reduction
that also is applied (and continues to apply) to substantially all other
executive officers of the Company and which one-time reduction reduces any of
the Base Salary, Target Annual Incentive, Special Grant, or Annual Award by a
percentage reduction of 10% or less in the aggregate will not constitute Good
Reason. Notwithstanding anything in this Section 11(e)(iv) to the contrary, any
such reduction (even if permitted under the applicable plan documents or Award
Agreement or Annual Incentive) will not reduce or otherwise limit the Company's
obligations under Section 8 of this Agreement;

                                     -11-


                  (vi) Until the Transition Date, the relocation of Executive to
a facility or location more than twenty-five (25) miles from his current place
of employment; or

                  (vii) The failure of the Company to obtain the assumption of
the Agreement by a successor.

The failure of the Company's stockholders to elect or reelect Executive to the
Board will not constitute Good Reason for purposes of this Agreement. The
negotiations regarding the structure and benefits to be provided pursuant to
this Agreement prior to the Amendment Date and execution of this amended and
restated Agreement, and the corresponding changes made to this Agreement, shall
not be considered grounds to constitute Good Reason.

            (f) Restricted Period. The term "Restricted Period" shall mean, the
lesser of: (i) the period of time commencing on the date of the termination of
Executive's employment and continuing for the remainder of the Term of the
Agreement or (ii) twelve (12) months; provided, however, that in no event shall
the "Restricted Period" be less than six (6) months. In the case of a
termination upon the completion of the Term of the Agreement, the term
"Restricted Period" will equal six (6) months.

            (g) Severance Period. For purposes of this Agreement, if Executive
is terminated during the Remaining Original Term, "Severance Period" will mean
the greater of: (i) the period of time commencing on the date of the termination
of Executive's employment and continuing for the remainder of the Remaining
Original Term, or (ii) one (1) year. If Executive is terminated after the
Remaining Original Term, "Severance Period" will mean the period of time
commencing on the date of termination of Executive's employment and continuing
for the remainder of the Additional Term.

      12. Indemnification. Subject to applicable law, Executive will be provided
indemnification and contribution to the maximum extent permitted by the
Company's Articles of Incorporation or Bylaws, including, if applicable, any
directors and officers insurance policies, with such indemnification and
contribution to be on terms determined by the Board or any of its committees,
but on terms no less favorable than provided to any other Company executive
officer or director and subject to the terms of any separate written
indemnification agreement. This Section 12 will apply to claims made during
and/or after the Employment Term and shall cover any such claims that relate to
any period Executive was employed by the Company or any of its subsidiaries,
predecessors or affiliates.

      13. Public Information. During the Employment Term Executive shall provide
the Company with reasonable notice of, and materials used in connection with,
public appearances where he is representing the Company in order to permit the
Company to comply with applicable law in a manner consistent with the process
and procedures used by the Company and Executive prior to the Amendment Date.

      14. Assignment. This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors and legal representatives of Executive upon
Executive's death, and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. For this purpose, "successor" means any person,
firm, corporation, or other business entity which at any time, whether by
purchase,

                                     -12-


merger, or otherwise, directly or indirectly acquires all or substantially all
of the assets or business of the Company. None of the rights of Executive to
receive any form of compensation payable pursuant to this Agreement may be
assigned or transferred except by will or the laws of descent and distribution.
Any other attempted assignment, transfer, conveyance, or other disposition of
Executive's right to compensation or other benefits will be null and void.

      15. Notices. All notices, requests, demands and other communications
called for hereunder will be in writing and will be deemed given (a) on the date
of delivery if delivered personally, (b) one (1) day after being sent overnight
by a well established commercial overnight service, or (c) four (4) days after
being mailed by registered or certified mail, return receipt requested, prepaid
and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in writing:

            If to the Company:

            Attn: Chairman of the Compensation Committee
            c/o Corporate Secretary
            TD Ameritrade Holding Corporation
            4211 South 102nd Street
            Omaha, NE  68127

            If to Executive:

            at the last residential address known by the Company.

      16. Severability. If any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this
Agreement will continue in full force and effect without said provision.

      17. Arbitration. The Parties agree that any and all disputes arising out
of the terms of this Agreement, Executive's employment by the Company,
Executive's service as an officer or director of the Company, or Executive's
compensation and benefits, their interpretation and any of the matters herein
released, will be subject to binding arbitration in Omaha, Nebraska before the
American Arbitration Association under its National Rules for the Resolution of
Employment Disputes, supplemented by the Nebraska Rules of Civil Procedure. The
Parties agree that the prevailing party in any arbitration will be entitled to
injunctive relief in any court of competent jurisdiction to enforce the
arbitration award. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY
DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. This
paragraph will not prevent either party from seeking injunctive relief (or any
other provisional remedy) from any court having jurisdiction over the Parties
and the subject matter of their dispute relating to obligations under this
Agreement.

      18. Legal and Tax Expenses. The Company will reimburse Executive for
reasonable legal fees and expenses incurred by him in connection with the
negotiation, preparation and execution of this Agreement and Exhibits A and B
hereto (including any amendments thereto sought by the Company after the
Effective Date.

                                     -13-


      19. Integration. This Agreement and the standard forms of equity award
grant that describe Executive's outstanding equity awards, represents the entire
agreement and understanding between the parties as to the subject matter herein
and supersedes all prior or contemporaneous agreements whether written or oral,
including, but not limited to, (a) the Employment Agreement entered into between
Executive and Ameritrade Holding Corporation dated March 1, 2001, as amended and
restated and neither party will have any further obligations under such
agreement, and (b) the predecessor Agreement originally entered into as of May
19, 2006, as amended and restated on June 23, 2006, and neither party will have
any further obligations under such agreement. No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in a writing and signed by duly authorized representatives of the parties
hereto. In entering into this Agreement, no party has relied on or made any
representation, warranty, inducement, promise, or understanding that is not in
this Agreement. Notwithstanding anything herein to the contrary, nothing in this
Agreement will limit or waive any of Executive's existing rights (or the
Company's obligations) with respect (a) to options, awards or other compensation
granted or awarded to Executive prior to the Effective Date, or (b) any accrued
but unpaid salary, benefits, compensation or expenses.

      20. Waiver of Breach. The waiver of a breach of any term or provision of
this Agreement, which must be in writing, will not operate as or be construed to
be a waiver of any other previous or subsequent breach of this Agreement.

      21. Survival. The Company's and Executive's responsibilities under
Sections 7, 8, 9, 10, 12 and 18 will survive the termination of this Agreement.

      22. Headings. All captions and Section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.

      23. Tax Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable taxes.

      24. Governing Law. This Agreement will be governed by the laws of the
State of New York without regard to its conflict of laws provisions.

      25. Acknowledgment. Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.

      26. Code Section 409A. Notwithstanding anything to the contrary in this
Agreement, if the Company reasonably determines that Section 409A of the Code
will result in the imposition of additional tax to an earlier payment of any
severance or other benefits otherwise due to Executive on or within the six (6)
month period following Executive's termination, the severance benefits will
accrue during such six (6) month period and will become payable in a lump sum
payment on the date six (6) months and one (1) day following the date of
Executive's termination. All subsequent payments, if any, will be payable as
provided in this Agreement.

                                     -14-


      27. Counterparts. This Agreement may be executed in counterparts, and each
counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the
undersigned.

                            [Signature Page Follows]

                                     -15-


      IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by a duly authorized officer, as of the day and year
written below.

COMPANY:

TD AMERITRADE HOLDING CORPORATION

/s/ W. EDMUND CLARK                                          Date: June 13, 2008
- ------------------------------------------
W. Edmund Clark
Chairman of the HR & Compensation Committee

EXECUTIVE:

/s/ JOSEPH H. MOGLIA                                         Date: June 11, 2008
- ------------------------------------------
Joseph H. Moglia

                 [SIGNATURE PAGE TO MOGLIA EMPLOYMENT AGREEMENT]

                                     -16-


                                    EXHIBIT A

                               Duties of Chairman

                                     -17-


                                    EXHIBIT B

                   Separation and Release of Claims Agreement

                                     -18-

EX-10.2

                                                                    EXHIBIT 10.2

                        TD AMERITRADE HOLDING CORPORATION

                     FREDRIC J. TOMCZYK EMPLOYMENT AGREEMENT

      This Agreement, originally entered into as of July 2, 2007, by and between
TD Ameritrade Holding Corporation (the "Company") and Fredric J. Tomczyk (the
"Executive"), is hereby amended and restated in its entirety effective as of May
16, 2008 (the "Amendment Date").

      1. Duties and Scope of Employment.

            (a) Positions and Duties. Since July 2, 2007 (the "Effective Date"),
Executive has served as Chief Operating Officer reporting to the Company's Chief
Executive Officer (the "CEO"). As of the Amendment Date, Executive continues to
serve in such position and shall remain so until either (i) the appointment of a
successor Chief Operating Officer or (ii) September 30, 2008 (the "Transition
Date"). In addition, as of the Amendment Date, Executive shall become President.
Immediately after the Transition Date, Executive's service as the Chief
Operating Officer shall cease and Executive shall, in addition to being the
Company's President, immediately thereafter become the CEO. Prior to the
Transition Date Executive will continue to render such business and professional
services in the performance of his duties, consistent with Executive's position
within the Company, as will reasonably be assigned to him by the CEO. After the
Transition Date Executive shall render such business and professional services
in the performance of his duties, consistent with Executive's position as CEO,
as will reasonably be assigned to him by the Board of Directors of the Company
(the "Board"). The period Executive is employed by the Company under this
Agreement is referred to herein as the "Employment Term."

            (b) Obligations. During the Employment Term, Executive will devote
Executive's full business efforts and time to the Company and will use good
faith efforts to discharge Executive's obligations under this Agreement to the
best of Executive's ability and in accordance with each of the Company's
corporate guidance and ethics guidelines, conflict of interests policies and
code of conduct. For the duration of the Employment Term, Executive agrees not
to actively engage in any other employment, occupation, or consulting activity
for any direct or indirect remuneration without the prior approval of the
applicable committee of the Board; provided, however, that Executive may,
without the approval of the Board, serve in any capacity with any civic,
educational, or charitable organization, provided such services do not interfere
with Executive's obligations to Company.

            (c) Impediments to Employment. Executive hereby represents and
warrants to the Company that Executive is not party to any contract,
understanding, agreement or policy, written or otherwise, that would be breached
by Executive's entering into, or performing services under, this Agreement.
Executive further represents that he has disclosed to the Company in writing all
threatened, pending, or actual claims that are unresolved and still outstanding
as of the Effective Date, in each case, against Executive of which he is aware,
if any, as a result of his employment with the Previous Employer (or any other
previous entity for which Executive provided services) or his membership on any
boards of directors.



            (d) Other Entities. Executive agrees to serve, without additional
compensation, as an officer and director for each of the Company's subsidiaries,
partnerships, joint ventures, limited liability companies and other affiliates,
including entities in which the Company has a significant investment as
determined by the Company. As used in this Agreement, the term "affiliates" will
include any entity controlled by, controlling, or under common control of the
Company.

      2. At-Will Employment. Executive and the Company agree that Executive's
employment with the Company constitutes "at-will" employment. Executive and the
Company acknowledge that this employment relationship may be terminated at any
time, upon written notice to the other party, with or without good cause or for
any or no cause, at the option either of the Company or Executive. However, as
described in this Agreement, Executive may be entitled to severance benefits
depending upon the circumstances of Executive's termination of employment.

      3. Term of Agreement. This Agreement shall have an initial term beginning
on the Amendment Date and ending on the Transition Date (the "COO Term").
Thereafter, this Agreement will have a term of five (5) years commencing on the
Transition Date (the "Initial Term"). On the fifth anniversary of the Transition
Date, this Agreement automatically will renew for an additional one (1) year
term (the "Additional Term") unless either party provides the other party with
written notice of non-renewal at least sixty (60) days prior to the date of
automatic renewal. Following the Additional Term, the Agreement will renew for
an additional one (1) year term upon the mutual consent of Executive and the
Company.

      4. Compensation.

            (a) Base Salary. Subject to periodic review by the Board, the
Company will pay Executive an annual salary of $500,000 as compensation for his
services (such annual salary, as is then effective, to be referred to herein as
"Base Salary"). The Base Salary will be paid periodically in accordance with the
Company's normal payroll practices and be subject to the usual, required
withholdings.

            (b) Annual Incentive. With respect to each full fiscal year during
the Employment Term, Executive will be eligible to participate in the Ameritrade
Holding Corporation Management Incentive Plan ("MIP"), pursuant to which
Executive will be eligible to earn an annual incentive award (the "Annual
Incentive") based upon the achievement of applicable performance criteria
established by the Compensation Committee of the Board (the "Compensation
Committee") within the first ninety (90) days of each fiscal year during the
Employment Term and communicated to Executive. During the COO Term each Annual
Incentive will have a target value of $1,100,000. Thereafter, each Annual
Incentive will have a target value of $1,500,000 (the "Target").

            (c) Equity Awards. During the Employment Term, Executive will be
eligible to participate in the Ameritrade Holding Corporation 1996 Long-Term
Incentive Plan (the "LTIP"). Each Award Agreement shall provide Executive, for
purposes of calculating the portion of the applicable award, if any, vested on
account of the "retirement" (as defined in the applicable Award Agreement) of
Executive, with vesting credit for years of service with the Previous Employer.

                  (i) Special Grant. On July 9, 2007, Executive was granted a
special award under the LTIP of 325,000 performance restricted share units (the
"Special Grant"), which are

                                      -2-


scheduled to vest and be settled in accordance with the applicable performance
criteria and vesting schedule provided in the applicable Award Agreement.

                  (ii) Annual Award. On October 25, 2007, Executive was granted
an award under the LTIP of 29,427 restricted stock units (the "Prior Award").
The Prior Award will be scheduled to vest and be settled in accordance with the
performance criteria and vesting schedule set forth in the applicable Award
Agreement. With respect to each full fiscal year during the COO Term, Executive
will be eligible for an award under the LTIP of restricted share units with a
target value, determined by the Company pursuant to a reasonable and uniform
methodology, equal to $2,000,000 on the date of grant. With respect to each full
fiscal year during the Employment Term after the Transition Date, Executive will
be eligible for an award under the LTIP of restricted share units with a target
value, determined by the Company pursuant to a reasonable and uniform
methodology, equal to $3,500,000 on the date of grant (collectively with the
Prior Award the "Annual Award"), and will be scheduled to vest and be settled in
accordance with the applicable performance criteria and vesting schedule
provided in the applicable Award Agreement.

                  (iii) Stock Option Grant. Effective as of the Amendment Date,
and conditioned upon Executive becoming the CEO as of the Transition Date,
Executive shall be granted a stock option to purchase 1,150,000 shares of the
Company's common stock (the "Option"). If for any reason Executive does not
become the CEO on the Transition Date, the Option shall be forfeited and
Executive shall have no right to shares of Company common stock thereunder. The
Option shall be a "non-statutory stock option" and shall not be intended to be
an "incentive stock option" (as described under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")). The per share exercise price of
such Option shall be equal to the fair market value of a share of Company common
stock on the date of grant as determined under the LTIP. The term of the Option
shall be ten years, subject to earlier expiration in the event of the
termination of the Executive's employment as provided in the applicable Award
Agreement. The Option, except as otherwise provided in this Agreement, will be
granted pursuant to and subject to the terms, definitions and provisions of the
LTIP and will vest and become exercisable as provided in the applicable Award
Agreement attached hereto as Exhibit B.

      5. Employee Benefits.

            (a) Generally. Executive will be eligible to participate in
accordance with the terms of all Company employee benefit plans, policies and
arrangements that are applicable to other executive officers of the Company, as
such plans, policies and arrangements may exist from time to time.

            (b) Airplane Travel. When traveling on Company-related business,
Executive will be entitled to fly on private aircraft, at the sole expense of
the Company.

            (c) Tax Services. The Company will reimburse Executive for
reasonable personal tax preparation costs paid by Executive for any taxable year
in which Executive has income from both the United States and Canada.

      6. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment and other expenses incurred by Executive in the furtherance of the
performance of

                                      -3-


Executive's duties hereunder, in accordance with the Company's expense
reimbursement policy as in effect from time to time.

      7. Termination of Employment. In the event Executive's employment with the
Company terminates for any reason, Executive will be entitled to any (a) unpaid
Base Salary accrued up to the effective date of termination, (b) unpaid, but
earned and accrued Annual Incentive for any completed fiscal year as of his
termination of employment, (c) pay for accrued but unused vacation that the
Company is legally obligated to pay Executive, (d) benefits or compensation as
provided under the terms of any employee benefit and compensation agreements or
plans applicable to Executive, (e) unreimbursed business expenses required to be
reimbursed to Executive, and (f) rights to indemnification Executive may have
under the Company's Articles of Incorporation, Bylaws, the Agreement, or
separate indemnification agreement, as applicable. In addition, if the
termination is by the Company without Cause or if Executive resigns for Good
Reason, Executive will be entitled to the amounts and benefits specified in
Section 8.

      8. Severance.

            (a) Termination Without Cause or Resignation for Good Reason During
the COO Term. If during the COO Term Executive's employment is terminated by the
Company without Cause or if Executive resigns for Good Reason, then, subject to
Sections 9 and 10 and the requirement to delay certain payments in Section 25,
Executive will receive: (i) a severance amount equal to $3,200,000 which shall
be paid in equal amounts over the course of the two (2) year period beginning
after Executive's employment is terminated in accordance with the Company's
normal payroll policies; (ii) an additional severance payment determined by
taking the current year's Annual Incentive pro-rated to the date of termination,
with such pro-rated amount to be calculated by multiplying the current year's
target incentive compensation by a fraction with a numerator equal to the number
of days between the start of the current fiscal year and the date of termination
and a denominator equal to 365, (iii) for a period of two (2) years, if the
Executive or any of his dependents is eligible for and elects COBRA continuation
coverage (as described in Section 4980B of the Code) under any Company group
medical or dental plan, Executive will not be charged any premiums for such
coverage; provided, however, Executive will be responsible for any income tax
due with respect to such premiums, and (iv) restricted share units granted under
the LTIP as part of any Annual Awards or the Special Grant that (A) are subject
to performance vesting will be fully earned and the actual number of restricted
share units which will be considered vested (in addition to those which vested
in accordance with their terms) will be determined (1) by actual performance for
any completed performance period through the date of Executive's termination and
(2) by actual performance, as specified in the applicable Award Agreement, for
any incomplete or remaining performance periods after Executive's termination
(the vested restricted share units will be settled in shares of Company common
stock on the original settlement date as forth in the Award Agreement (without
regard to such termination)), and (B) are subject to time based vesting shall be
considered fully vested and will be settled promptly thereafter as provided by
the applicable Award Agreement.

            (b) Termination Without Cause or Resignation for Good Reason After
the Transition Date. If during the Employment Term and after the Transition Date
Executive's employment is terminated by the Company without Cause or if
Executive resigns for Good Reason, then, subject to Sections 9 and 10 and the
requirement to delay certain payments in Section 25, Executive will receive: (i)
a severance amount equal to $4,000,000 which shall be paid in equal

                                      -4-


amounts over the course of the two (2) year period beginning after Executive's
employment is terminated in accordance with the Company's normal payroll
policies; (ii) an additional severance payment determined by taking the current
year's Annual Incentive pro-rated to the date of termination, with such
pro-rated amount to be calculated by multiplying the current year's target
incentive compensation by a fraction with a numerator equal to the number of
days between the start of the current fiscal year and the date of termination
and a denominator equal to 365, (iii) for a period of two (2) years, if the
Executive or any of his dependents is eligible for and elects COBRA continuation
coverage (as described in Section 4980B of the Code) under any Company group
medical or dental plan, Executive will not be charged any premiums for such
coverage; provided, however, Executive will be responsible for any income tax
due with respect to such premiums, (iv) restricted share units granted under the
LTIP as part of any Annual Awards or the Special Grant that (A) are subject to
performance vesting will be fully earned and the actual number of restricted
share units which will be considered vested (in addition to those which vested
in accordance with their terms) will be determined (1) by actual performance for
any completed performance period through the date of Executive's termination and
(2) by actual performance, as specified in the applicable Award Agreement, for
any incomplete or remaining performance periods after Executive's termination
(the vested restricted share units will be settled in shares of Company common
stock on the original settlement date as forth in the Award Agreement (without
regard to such termination)), and (B) are subject to time based vesting shall be
considered fully vested and will be settled promptly thereafter as provided by
the applicable Award Agreement, and (v) the Option shall become vested and
exercisable as provided in the applicable Award Agreement.

            (c) Termination due to Death or Disability. In the event of a
termination of Executive's employment during the Employment Term due to death or
Disability, then, subject to Sections 9 and 10, Executive, or Executive's estate
as applicable, will be entitled to receive the current year's Annual Incentive
pro-rated to the date of termination, with such pro-rated amount to be
calculated by multiplying the current year's target incentive compensation by a
fraction with a numerator equal to the number of days between the start of the
current fiscal year and the date of termination and a denominator equal to 365.

      9. Conditions to Receipt of Severance; Non-solicitation and
Non-competition; No Duty to Mitigate.

            (a) Conditions to Receipt of Severance. The receipt of any severance
pursuant to Section 8 will be subject to Executive signing and not revoking a
separation and release of claims agreement in substantially the form attached as
Exhibit A, but with any appropriate reasonable modifications, reflecting changes
in applicable law, as is necessary to provide the Company with the protection it
would have if the release were executed as of the Effective Date. No severance
will be paid or provided until the separation agreement and release agreement
becomes effective. The Company agrees that it will execute and deliver to
Executive said separation and release of claims agreement no later than eight
(8) days after it receives a copy of such agreement executed by Executive.
Company agrees that it will be bound by such separation and release of claims
agreement and that same will become effective from and after the "Effective
Date" thereof (as defined in Section 28 of such separation and release of claims
agreement), even if Company fails or refuses to execute and deliver same to
Executive. The receipt of any severance pursuant to Section 8 will also be
subject to, during the Employment Term and the Restricted Period, Executive
complying with the non-solicitation and non-competition requirements of Section
9(b).

                                      -5-


            (b) Non-solicitation and Non-competition. During the Employment Term
and the Restricted Period, Executive will not (without the written consent of
the Board) engage or participate in any business within any state in the United
States, or any province in Canada, where the Company conducts business (as an
owner, partner, stockholder, holder of any other equity interest, or financially
as an investor or lender, or in any capacity calling for the rendition of
personal services or acts of management, operation or control) which is engaged
in any activities and for any business competitive with any of the primary
businesses conducted by the Company or any of its Affiliates (as defined below).
For purposes of this Agreement, the term "primary businesses" is defined as an
on-line brokerage business and the active trader and long term investor client
segments, and also includes any such other business formally proposed (and
considered at a meeting of the Board) to be conducted by the Company
(collectively a "Competitive Business"). Provided that this restriction will not
restrict Executive from being employed by (i) the Previous Employer in any
capacity, or (ii) consulting with a business, firm, corporation, partnership or
other entity that owns or operates an on-line brokerage, provided that (i) the
on-line brokerage business is de minimis as compared to its core business in
terms of revenue and/or resources, and (ii) Executive's involvement with the
company excludes, directly or indirectly, the on-line brokerage business during
the Restricted Period. Notwithstanding the foregoing, Executive may own
securities of a Competitive Business so long as the securities of such
corporation or other entity are listed on a national securities exchange or on
the NASDAQ Global Market and the securities owned directly or indirectly by
Executive do not represent more than 2% of the outstanding securities of such
corporation or other entity;

                  (i) During the Restricted Period, neither Executive, nor any
business in which Executive may engage or participate in, will directly or
indirectly, (A) knowingly induce any customer or vendor of the Company or of
corporations or businesses which directly or indirectly are controlled by the
Company (collectively, the "Affiliates") to patronize any Competitive Business;
(B) knowingly request or advise any customer or vendor to withdraw, curtail or
cancel such customer's or vendor's business with the Company or any of its
Affiliates; or (C) compete with the Company or any of its Affiliates in merging
with or acquiring any other company or business (whether by a purchase of stock
or other equity interests, or a purchase of assets or otherwise) which is a
Competitive Business;

                  (ii) During the Restricted Period, neither Executive nor any
business in which Executive may engage or participate in will (A) knowingly
hire, solicit for hire or attempt to hire any employee of the Company or any of
its Affiliates, or (B) encourage any employee of the Company or any of its
Affiliates to terminate such employment. For purposes of this Agreement,
"employee" means current employees as well as anyone employed by the Company or
any of its Affiliates within the prior six (6) months from Executive's date of
termination; provided, however, that this provision will not preclude any
business in which Executive may engage or participate in from soliciting any
such employee by means of or hiring any such employee who responds to a public
announcement placed by the business as long as Executive otherwise complies with
subsections (A) and (B) above; and

                  (iii) In the event that any of the provisions of this Section
should ever be deemed to exceed the time, geographic or occupational limitations
permitted by applicable laws, then such provisions will and are hereby reformed
to the maximum time, geographic or occupational limitations permitted by
applicable law.

                                      -6-


            (c) Nondisparagement. During the Employment Term and Restricted
Period, Executive will not knowingly disparage, criticize, or otherwise make any
derogatory statements regarding the Company, its directors, or its officers. The
Company will instruct its officers and directors to not knowingly disparage,
criticize, or otherwise make any derogatory statements regarding Executive
during the Employment Term and Restricted Period. Notwithstanding the foregoing,
nothing contained in this agreement will be deemed to restrict Executive, the
Company or any of the Company's current or former officers and/or directors from
providing information to any governmental or regulatory agency (or in any way
limit the content of any such information) to the extent they are requested or
required to provide such information pursuant to applicable law or regulation.

            (d) Other Requirements. Executive's initial receipt of severance
and/or the receipt of continued severance payments pursuant to Section 8 will be
subject to Executive complying with the terms and provisions of Sections 9 and
10. Executive will not be obligated to comply with Section 9 of this Agreement
while the Company is in material default of its payment and reimbursement
obligations under Sections 7, 8, or 10 of this Agreement. Notwithstanding the
foregoing, the Company will not be considered to be in default of its payments
and reimbursement obligations unless Executive provides written notice to the
Board setting forth his reasons why he believes the Company is in default and
giving the Company fifteen (15) days to cure such default, if any.

            (e) No Duty to Mitigate. Executive will not be required to mitigate
the amount of any payment or consideration contemplated by this Agreement, nor
will any earnings that Executive may receive from any other source reduce any
such payment or consideration.

      10. Confidential Information and Intellectual Property.

            (a) Except as may be required by law, or except to the extent
required to perform Executive's duties and responsibilities hereunder, Executive
will keep secret and confidential indefinitely all non-public confidential
information (including, without limitation, information regarding cost of new
accounts, activity rates of different market niche customers, advertising
results, technology (hardware and software), architecture, discoveries,
processes, algorithms, maskworks, strategies, intellectual properties, customer
lists and other customer information) concerning any of the Company and its
affiliates which was acquired by or disclosed to Executive during the course of
Executive's employment with the Company ("Confidential Information") and not use
in any manner or disclose the same, either directly or indirectly, to any other
person, firm or business entity.

            (b) At the end of the Employment Term (whether by expiration or
termination) or at the Company's earlier request, Executive will promptly return
to the Company any and all records, documents, physical property, information,
computer disks, drives or other materials relative to the business of any of the
Company and its affiliates obtained by Executive during the course of his
employment with the Company and not keep any copies thereof.

            (c) Executive acknowledges and agrees that all right, title and
interest in inventions, discoveries, improvements, trade secrets, developments,
processes and procedures made by Executive, in whole or in part, or conceived by
Executive either alone or with others, when

                                      -7-


employed by the Company, including such of the foregoing items conceived during
the course of employment which are developed or perfected after Executive's
termination of employment, are owned by the Company ("Company IP"). Executive
assigns any and all right, title and interest he may have to Company IP to the
Company and will promptly assist the Company or its designee, at the Company's
expense, to obtain patents, trademarks, copyrights and service marks concerning
Company IP made by Executive and Executive will promptly execute all reasonable
documents prepared by the Company or its designee and take all other reasonable
actions which are necessary or appropriate to secure to the Company and its
affiliates the benefits of Company IP. Such patents, trademarks, copyrights and
service marks will at all times be the property of the Company and its
affiliates. Executive promptly will keep the Company informed of, and promptly
will execute such assignments prepared by the Company or its designee as may be
necessary to transfer to the Company or its affiliates the benefits of, any
Company IP.

            (d) To the extent that any court or agency seeks to require
Executive to disclose Confidential Information, Executive promptly will inform
the Company and take reasonable steps to endeavor to prevent the disclosure of
Confidential Information until the Company has been informed of such requested
disclosure, and the Company has an opportunity to respond to such court or
agency. To the extent Executive obtains information on behalf of the Company or
any of its affiliates that may be subject to attorney-client privilege as to the
Company's attorneys, Executive will promptly inform the Company and take
reasonable steps to endeavor to maintain the confidentiality of such information
and to preserve such privilege.

            (e) Confidential Information does not include information already in
the public domain or information which has been released to the public by the
Company. Nothing in this Section 10 will be construed so as to prevent Executive
from using, in connection with his employment for himself or an employer other
than the Company, knowledge which was acquired by him during the course of his
employment with the Company and which is generally known to persons of his
experience in other companies in the same industry. Subject to Section 10(d),
Executive will be permitted to disclose Confidential Information if required by
a subpoena or court or administrative order.

            (f) The receipt of any severance pursuant to Section 8 will be
subject to Executive complying with the terms of this Section 10.

      11. Excise Taxes. In the event that the benefits provided for in this
Agreement constitute "parachute payments" within the meaning of Section 280G of
the Code and will be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then Executive's severance benefits payable under the
terms of this Agreement will be either (i) delivered in full, or (ii) delivered
as to such lesser extent which would result in no portion of such severance
benefits being subject to the Excise Tax, whichever of the foregoing amounts,
taking into account the applicable federal, state and local income taxes and the
Excise Tax, results in the receipt by Executive on an after-tax basis, of the
greatest amount of severance benefits, notwithstanding that all or some portion
of such severance benefits may be taxable under Section 4999 of the Code. Unless
the Company and Executive otherwise agree in writing, any determination required
under this Section 11 will be made in writing by the Company's independent
public accountants (the "Accountants"), whose determination will be conclusive
and binding upon Executive and the Company for all purposes. For purposes of
making the calculations required by this Section 11, the Accountants may make

                                      -8-


reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Section 280G and 4999 of the Code. The Company and Executive will furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section 11. The Company will
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 11.

      12. Definitions.

            (a) Award Agreement. For purposes of this Agreement, "Award
Agreement" will mean the form of award agreement entered into between Executive
and the Company in connection with the Special Grant, Annual Awards and the
Option.

            (b) Cause. For purposes of this Agreement, "Cause" will mean:

                  (i) Executive's willful and continued failure to perform the
duties and responsibilities of his or her position after there has been
delivered to Executive a written demand for performance from the Board which
describes the basis for the Board's belief that Executive has not substantially
performed his or her duties and provides Executive with thirty (30) days to take
corrective action;

                  (ii) Any act of personal dishonesty taken by Executive in
connection with his or her responsibilities as an employee of the Company with
the intention or reasonable expectation that such action may result in the
substantial personal enrichment of Executive;

                  (iii) Executive's conviction of, or plea of nolo contendere
to, a felony that the Board reasonably believes has had or will have a material
detrimental effect on the Company's reputation or business;

                  (iv) A breach of any fiduciary duty owed to the Company by
Executive that has a material detrimental effect on the Company's reputation or
business;

                  (v) Executive being found liable in any Securities and
Exchange Commission or other civil or criminal securities law action or entering
any cease and desist order with respect to such action (regardless of whether or
not Executive admits or denies liability);

                  (vi) Executive (A) obstructing or impeding; (B) endeavoring to
influence, obstruct or impede, or (C) failing to materially cooperate with, any
investigation authorized by the Board or any governmental or self-regulatory
entity (an "Investigation"). However, Executive's failure to waive
attorney-client privilege relating to communications with Executive's own
attorney in connection with an Investigation will not constitute "Cause"; or

                  (vii) Executive's disqualification or bar by any governmental
or self-regulatory authority from serving in the capacity contemplated by this
Agreement or Executive's loss of any governmental or self-regulatory license
that is reasonably necessary for Executive to perform his or her
responsibilities to the Company under this Agreement, if (A) the
disqualification, bar or loss continues for more than thirty (30) days, and (B)
during that period the Company uses its good faith efforts to cause the
disqualification or bar to be lifted or the license replaced. While any

                                      -9-


disqualification, bar or loss continues during Executive's employment, Executive
will serve in the capacity contemplated by this Agreement to whatever extent
legally permissible and, if Executive's employment is not permissible, Executive
will be placed on leave (which will be paid to the extent legally permissible).

            (c) Change of Control. For purposes of this Agreement, "Change of
Control" will have the meaning set forth in the LTIP.

            (d) Disability. For purposes of this Agreement, Disability means, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or receipt by Executive of income
replacement benefits for a period of not less than three (3) months under an
applicable disability benefit plan of the Company.

            (e) Good Reason. For purposes of this Agreement, "Good Reason" means
the occurrence of any of the following, without Executive's express written
consent:

                  (i) Until the Transition Date, the failure of the Board to
appoint Executive to the office of Chief Executive Officer of the Company, as
the successor to the Company's current CEO, if and when the Company's current
CEO resigns, is terminated or otherwise ceases to hold such office, provided
that Executive must remain employed with the Company for a period of six (6)
months after the date which Executive is notified that Executive will not be
appointed as the Company's next Chief Executive Officer before any such "Good
Reason" shall be deemed to exist under this Agreement;

                  (ii) A significant reduction of Executive's duties, position,
or responsibilities, relative to Executive's duties, position or
responsibilities in effect immediately prior to such reduction; provided,
however that the appointment of any other individual to serve as the Company's
Chief Operating Officer prior to the Transition Date shall not be considered
Good Reason for the purposes of this Agreement;

                  (iii) A material reduction in the kind or level of employee
benefits to which Executive is entitled immediately prior to such reduction with
the result that Executive's overall benefits package is significantly reduced.
Notwithstanding the foregoing, a one-time reduction that also is applied to
substantially all other executive officers of the Company and that reduces the
level of employee benefits by a percentage reduction of 10% or less will not
constitute Good Reason;

                  (iv) A reduction in Executive's Base Salary, Target Annual
Incentive, or Annual Award as in effect immediately prior to such reduction.
Notwithstanding the foregoing, a one-time reduction that also is applied to
substantially all other executive officers of the Company and which one-time
reduction reduces the Base Salary, Target Annual Incentive, or Annual Award by a
percentage reduction of 10% or less in the aggregate will not constitute Good
Reason;

                  (v) The relocation of Executive to a facility or location more
than twenty-five (25) miles from his current place of employment; or

                  (vi) The failure of the Company to obtain the assumption of
the Agreement by a successor.

                                      -10-


            (f) In Connection with a Change of Control. For purposes of this
Agreement, a termination of Executive's employment with the Company is "in
Connection with a Change of Control" if Executive's employment is terminated
within twelve (12) months following a Change of Control.

            (g) Previous Employer. For purposes of this Agreement, "Previous
Employer" will mean The Toronto-Dominion Bank, and any successor corporation.

            (h) Restricted Period. For purposes of this Agreement, "Restricted
Period" will mean the period of time commencing on the date of the termination
of Executive's employment and continuing for two (2) years (or in the case of a
termination in Connection with a Change of Control continuing for a period equal
to one (1) year). In the case of a termination upon the completion of the
Initial Term or any Additional Term, as applicable, the term "Restricted Period"
will equal one (1) year.

      13. Indemnification. Subject to applicable law, Executive will be provided
indemnification to the maximum extent permitted by the Company's Articles of
Incorporation or Bylaws, including, if applicable, any directors and officers
insurance policies, with such indemnification to be on terms determined by the
Board or any of its committees, but on terms no less favorable than provided to
any other Company executive officer or director and subject to the terms of any
separate written indemnification agreement.

      14. Assignment. This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors and legal representatives of Executive upon
Executive's death, and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. For this purpose, "successor" means any person,
firm, corporation, or other business entity which at any time, whether by
purchase, merger, or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights
of Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance, or other
disposition of Executive's right to compensation or other benefits will be null
and void.

      15. Notices. All notices, requests, demands and other communications
called for hereunder will be in writing and will be deemed given (a) on the date
of delivery if delivered personally, (b) one (1) day after being sent overnight
by a well established commercial overnight service, or (c) four (4) days after
being mailed by registered or certified mail, return receipt requested, prepaid
and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in writing:

                  If to the Company:

                  Attn: Chairman of the Compensation Committee
                  c/o Corporate Secretary
                  TD Ameritrade Holding Corporation
                  4211 South 102nd Street
                  Omaha, NE  68127

                                      -11-


                  If to Executive:

                  at the last residential address known by the Company.

      16. Severability. If any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this
Agreement will continue in full force and effect without said provision.

      17. Arbitration. The Parties agree that any and all disputes arising out
of the terms of this Agreement, Executive's employment by the Company,
Executive's service as an officer or director of the Company, or Executive's
compensation and benefits, their interpretation and any of the matters herein
released, will be subject to binding arbitration in Jersey City, New Jersey
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes, supplemented by the New Jersey Rules of Civil
Procedure. The Parties agree that the prevailing party in any arbitration will
be entitled to injunctive relief in any court of competent jurisdiction to
enforce the arbitration award. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO
HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
This paragraph will not prevent either party from seeking injunctive relief (or
any other provisional remedy) from any court having jurisdiction over the
Parties and the subject matter of their dispute relating to Executive's
obligations under this Agreement.

      18. Integration. This Agreement and the standard forms of equity award
grant that describe Executive's outstanding equity awards, represents the entire
agreement and understanding between the parties as to the subject matter herein
and supersedes all prior or contemporaneous agreements whether written or oral,
including but not limited to, the predecessor Agreement originally entered into
as of June 5, 2007, and neither party will have any further obligations under
such predecessor Agreement. No waiver, alteration, or modification of any of the
provisions of this Agreement will be binding unless in a writing and signed by
duly authorized representatives of the parties hereto. In entering into this
Agreement, no party has relied on or made any representation, warranty,
inducement, promise, or understanding that is not in this Agreement.

      19. Waiver of Breach. The waiver of a breach of any term or provision of
this Agreement, which must be in writing, will not operate as or be construed to
be a waiver of any other previous or subsequent breach of this Agreement.

      20. Survival. The Company's and Executive's responsibilities under
Sections 8, 9, 10, and 13 will survive the termination of this Agreement.

      21. Headings. All captions and Section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.

      22. Tax Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable taxes.

      23. Governing Law. This Agreement will be governed by the laws of the
State of New York without regard to its conflict of laws provisions.

                                      -12-


      24. Acknowledgment. Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.

      25. Code Section 409A. Notwithstanding anything in this Agreement to the
contrary, if Executive is a "specified employee" within the meaning of Section
409A of the Code and the regulations thereunder at the time of any termination
of employment, all of the cash payments required pursuant to Section 8 of this
Agreement shall be delayed by six months in order to avoid the imposition of
additional tax under Section 409A of the Code and the regulations thereunder,
provided that any cash payments due to Executive within the first six months
after such a termination of employment will instead be paid in a lump sum six
months and one day following such a termination of employment. Thereafter, any
additional payments will continue to be paid in accordance with the terms and
conditions of this Agreement. It is the intent of this Agreement to comply with
the requirements of Section 409A of the Code, and any ambiguities herein will be
interpreted to so comply.

      26. Counterparts. This Agreement may be executed in counterparts, and each
counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the
undersigned.

                                      -13-


      IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by a duly authorized officer, as of the day and year
written below.

COMPANY:

TD AMERITRADE HOLDING CORPORATION

/s/ W. EDMUND CLARK                                         Date: May 16, 2008
- -----------------------------------------
W. Edmund Clark
Chairman of the Compensation Committee of the Board

EXECUTIVE:

/s/ FREDRIC J. TOMCZYK                                      Date: May 16, 2008
- -----------------------------------
Fredric J. Tomczyk

                [SIGNATURE PAGE TO TOMCZYK EMPLOYMENT AGREEMENT]

                                      -14-


                                    EXHIBIT A

               FORM OF SEPARATION AND RELEASE OF CLAIMS AGREEMENT

                                      -15-

EX-10.3

                                                                    EXHIBIT 10.3

                        TD AMERITRADE HOLDING CORPORATION

                          1996 LONG-TERM INCENTIVE PLAN

                            NOTICE OF GRANT OF OPTION

      Unless otherwise defined herein, the terms defined in the 1996 Long-Term
Incentive Plan (the "Plan") will have the same defined meanings in this Notice
of Grant of Option (the "Notice of Grant") and Terms and Conditions of Option
Grant, attached hereto as Exhibit A (together, the "Agreement").

      PARTICIPANT:                               Fredric J. Tomczyk

      Participant has been granted an Option to purchase Stock of the Company,
subject to the terms and conditions of the Plan and this Agreement, as follows:

      Date of Grant                               May 15, 2008

      Vesting Commencement Date                   October 1, 2008

      Number of Shares Granted                    1,150,000

      Exercise Price per Share                    $18.21

      Total Exercise Price                        $20,941,500.00

      Type of Option                              Non-Statutory Stock Option

      Term/Expiration Date                        May 15, 2018

      Vesting Schedule:

      Subject to accelerated vesting as set forth below or in the Plan, this
Option will be exercisable, in whole or in part, in accordance with the
following schedule:

      Twenty-five percent (25%) of the Shares subject to the Option will vest
twelve (12) months after the Vesting Commencement Date, and thereafter an
additional twenty-five percent (25%) shall vest on each yearly anniversary of
the Vesting Commencement Date, subject to Participant continuing to be an
Employee and/or Director through each such date. As provided in Section 4(c) of
the Participant's written employment agreement (the "Employment Agreement"), if
the Participant does not become the Chief Executive Officer of the Company as of
October 1, 2008, then this Option shall be immediately forfeited and none of the
Shares subject to the Option shall ever have become vested and/or exercisable.

                                      -1-



      Termination Period:

      This Option will be exercisable for three (3) months after Participant
ceases to be an Employee and/or Director, unless such termination is due to
Participant's death or Disability, in which case this Option will be exercisable
for twelve (12) months after Participant ceases to be an Employee and/or
Director. Notwithstanding the foregoing, in no event may this Option be
exercised after the Term/Expiration Date as provided above and may be subject to
earlier termination as provided in Section 13.1 of the Plan.

      By Participant's signature and the signature of the Company's
representative below, Participant and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this
Agreement. Participant has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board or the Committee upon any
questions relating to the Plan and Agreement. Participant further agrees to
notify the Company upon any change in the residence address indicated below.

PARTICIPANT                              TD AMERITRADE HOLDING CORPORATION

/s/ FRED TOMCZYK                         /s/ JOSEPH H. MOGLIA
- ---------------------------------        --------------------------------
Signature                                By

Fred Tomczyk                             Chief Executive Officer
- ---------------------------------        --------------------------------
Print Name                               Title

Address:

- ---------------------------------

- ---------------------------------

                                      -2-



                                    EXHIBIT A

                      TERMS AND CONDITIONS OF OPTION GRANT

      1. Grant. The Company hereby grants to the Participant named in the Notice
of Grant (the "Participant") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the "Exercise Price"), subject to all of the terms
and conditions in this Agreement and the Plan, which is incorporated herein by
reference. Subject to Section 15.3 of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Agreement, the terms and conditions of the Plan will prevail.

      2. Vesting Schedule. Except as otherwise provided in the Notice of Grant
and Section 3, 4 and 5 of this Agreement, the Option awarded by this Agreement
will vest in accordance with the vesting provisions set forth in the Notice of
Grant. Shares scheduled to vest on a certain date or upon the occurrence of a
certain condition will not vest in Participant in accordance with any of the
provisions of this Agreement, unless Participant will have been continuously an
Employee and/or Director from the Date of Grant until the date such vesting
occurs.

      3. Death or Disability. In the event that the Participant ceases to be an
Employee and/or Director due to his death or Disability, then notwithstanding
anything in the LTIP or this Agreement to the contrary, (1) the Shares subject
to the Option will become fully vested, and the Option will become fully
exercisable, as of the date of termination, and (2) the Participant shall have
at least twelve months after termination of employment to exercise such vested
Option (subject to the ten year term of the Option).

      4. Retirement. In the event that the Participant ceases to be an Employee
and/or Director due to his Retirement (as defined below), then notwithstanding
anything in the LTIP or this Agreement to the contrary, (1) the Shares subject
to the Option will not be forfeited upon such termination and instead become
exercisable pursuant to the Vesting Schedule set forth in the Notice of Grant,
regardless of whether or not the Participant is then employed by the Company,
and (2) the Participant shall have at least twelve months after the date the
Option has become fully exercisable pursuant to this Section to exercise such
Option (subject to the ten year term of the Option). For the purposes of this
Option, "Retirement" shall mean a termination of employment for any reason,
other than "Cause" (as defined in Section 12(b) of the Employment Agreement),
after attaining age fifty-five (55) and after having at least ten (10) years of
continuous service with the Company.

      5. Termination without Cause or Resignation for Good Reason. In the event
that the Participant ceases to be an Employee and/or Director due to his
termination by the Company without Cause or if the Participant resigns for Good
Reason (both pursuant to the terms and conditions of Section 8(a) of the
Employment Agreement), then notwithstanding anything in the LTIP or this
Agreement to the contrary, (1) the Shares subject to the Option will not be
forfeited upon such termination and instead become exercisable pursuant to the
Vesting Schedule set forth in the Notice of Grant, regardless of whether or not
the Participant is then employed by the Company, and (2) the Participant shall
have at least twelve months after the date the Option has become fully
exercisable pursuant to this Section to exercise such Option (subject to the ten
year term of the Option).

                                      -3-



      6. Board and Committee Discretion. The Board or the Committee, in its
discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Option at any time, subject to the terms of the
Plan. If so accelerated, such Option will be considered as having vested as of
the date specified by the Board or the Committee.

      7. Exercise of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.

            This Option is exercisable by delivery of an exercise notice, in the
form attached as Exhibit B (the "Exercise Notice") or in a manner and pursuant
to such procedures as the Board or the Committee may determine, which will state
the election to exercise the Option, the number of Shares in respect of which
the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by Participant and
delivered to the Company. The Exercise Notice will be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares together with any
applicable tax withholding. This Option will be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

      8. Method of Payment. Payment of the aggregate Exercise Price will be by
any of the following, or a combination thereof, at the election of Participant:

            (a) cash;

            (b) check;

            (c) through a net exercise program implemented by the Company in
connection with the Plan;

            (d) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or

            (e) surrender of other Shares which meet the conditions established
by the Committee to avoid any adverse financial accounting consequences.

      9. Tax Obligations.

            (a) Withholding of Taxes. Notwithstanding any contrary provision of
this Agreement, no certificate representing the Shares will be issued to
Participant, unless and until satisfactory arrangements (as determined by the
Board or the Committee) will have been made by Participant with respect to the
payment of income, employment and other taxes which the Company determines must
be withheld with respect to such Shares. To the extent determined appropriate by
the Board or the Committee in its discretion, it will have the right (but not
the obligation) to satisfy any tax withholding obligations through the surrender
of Shares which Participant already owns, or by reducing the number of Shares
otherwise deliverable to Participant. If Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations
hereunder at

                                      -4-



the time of the Option exercise, Participant acknowledges and agrees that the
Company may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.

            (b) Code Section 409A. Under Code Section 409A, an option that vests
after December 31, 2004 that was granted with a per share exercise price that is
determined by the Internal Revenue Service (the "IRS") to be less than the fair
market value of a share of common stock on the date of grant (a "Discount
Option") may be considered "deferred compensation." A Discount Option may result
in (i) income recognition by Participant prior to the exercise of the option,
(ii) an additional twenty percent (20%) federal income tax, and (iii) potential
penalty and interest charges. The Discount Option may also result in additional
state income, penalty and interest charges to the Participant. Participant
acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per Share exercise price of this Option equals or exceeds the
Fair Market Value of a Share on the Date of Grant in a later examination.
Participant agrees that if the IRS determines that the Option was granted with a
per Share exercise price that was less than the Fair Market Value of a Share on
the date of grant, Participant will be solely responsible for Participant's
costs related to such a determination.

      10. Rights as Stockholder. Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares will have been issued, recorded
on the records of the Company or its transfer agents or registrars, and
delivered to Participant. After such issuance, recordation and delivery,
Participant will have all the rights of a stockholder of the Company with
respect to voting such Shares and receipt of dividends and distributions on such
Shares.

      11. No Guarantee of Continued Employment or Service as a Director.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AND/OR
DIRECTOR AT THE WILL OF THE COMPANY (OR THE RELATED ENTITY EMPLOYING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR
THE RELATED ENTITY EMPLOYING PARTICIPANT) TO TERMINATE PARTICIPANT'S EMPLOYMENT
AT ANY TIME, WITH OR WITHOUT CAUSE.

      12. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company in care of its Chief
Human Resources Officer, at 4211 South 102nd Street, Omaha, Nebraska 68127, or
at such other address as the Company may hereafter designate in writing.

                                      -5-



      13. Grant is Not Transferable. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant.

      14. Binding Agreement. Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to
the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.

      15. Additional Conditions to Issuance of Stock. If at any time the Company
will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory authority
is necessary or desirable as a condition to the issuance of Shares to
Participant (or his or her estate), such issuance will not occur unless and
until such listing, registration, qualification, consent or approval will have
been effected or obtained free of any conditions not acceptable to the Company.
The Company will make all reasonable efforts to meet the requirements of any
such state or federal law or securities exchange and to obtain any such consent
or approval of any such governmental authority. Assuming such compliance, for
income tax purposes the Exercised Shares will be considered transferred to
Participant on the date the Option is exercised with respect to such Exercised
Shares.

      16. Plan Governs. This Agreement is subject to all terms and provisions of
the Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern. Capitalized terms used and not defined in this Agreement will have
the meaning set forth in the Plan.

      17. Board or Committee Authority. The Board or the Committee will have the
power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Shares subject to the Option have
vested). All actions taken and all interpretations and determinations made by
the Board or the Committee in good faith will be final and binding upon
Participant, the Company and all other interested persons. No member of the
Board or the Committee will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Agreement.

      18. Electronic Delivery. The Company may, in its sole discretion, decide
to deliver any documents related to Options awarded under the Plan or future
Options that may be awarded under the Plan by electronic means or request
Participant's consent to participate in the Plan by electronic means.
Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through any on-line or electronic system
established and maintained by the Company or another third party designated by
the Company.

      19. Captions. Captions provided herein are for convenience only and are
not to serve as a basis for interpretation or construction of this Agreement.

      20. Agreement Severable. In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from,
and such invalidity or

                                      -6-



unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.

      21. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.

      22. Amendment, Suspension or Termination of the Plan. By accepting this
Award, Participant expressly warrants that he or she has received an Option
under the Plan, and has received, read and understood a description of the Plan.
Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time.

      23. Governing Law. This Agreement will be governed by the laws of the
State of New York, without giving effect to the conflict of law principles
thereof. The Participant agree that any and all disputes arising out of the
terms of this Agreement, their interpretation and any of the matters herein
released, will be subject to binding arbitration in Jersey City, New Jersey
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes, supplemented by the New Jersey Rules of Civil
Procedure. The Company and the Participant agree that the prevailing party in
any arbitration will be entitled to injunctive relief in any court of competent
jurisdiction to enforce the arbitration award. THE COMPANY AND THE PARTICIPANT
HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A
COURT OF LAW BY A JUDGE OR JURY. This paragraph will not prevent either party
from seeking injunctive relief (or any other provisional remedy) from any court
having jurisdiction over the Company and the Participant and the subject matter
of their dispute relating to Participant's obligations under this Agreement.

                                      -7-



                                    EXHIBIT B

                        TD AMERITRADE HOLDING CORPORATION

                          1996 LONG-TERM INCENTIVE PLAN

                                 EXERCISE NOTICE

TD AMERITRADE Holding Corporation
4211 South 102nd Street
Omaha, Nebraska 68127

Attention:  Chief Human Resources Officer

      1. Exercise of Option. Effective as of today, ________________, _____, the
undersigned ("Purchaser") hereby elects to purchase ______________ shares (the
"Shares") of the Stock of TD AMERITRADE Holding Corporation (the "Company")
under and pursuant to the 1996 Long-Term Incentive Plan (the "Plan") and the
Stock Option Agreement dated ________ (the "Agreement"). The purchase price for
the Shares will be $_____________, as required by the Agreement.

      2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price of the Shares and any required tax withholding to be paid in
connection with the exercise of the Option.

      3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Agreement and agrees to abide by
and be bound by their terms and conditions.

      4. Rights as Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a stockholder will exist with respect to the Shares subject
to the Option, notwithstanding the exercise of the Option. The Shares so
acquired will be issued to Participant as soon as practicable after exercise of
the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance, except as provided in Section
5.3 of the Plan.

      5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

      6. Entire Agreement; Governing Law. The Plan and Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the
Agreement constitute the entire agreement of

                                      -8-



the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified adversely to the
Purchaser's interest except by means of a writing signed by the Company and
Purchaser. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of the State of New York.

Submitted by:                              Accepted by:

PURCHASER                                  TD AMERITRADE HOLDING CORPORATION

- -----------------------------              -----------------------------------
Signature                                  By

- -----------------------------              -----------------------------------
Print Name                                 Its

Address:

- -----------------------------

- -----------------------------

                                           Date Received
                                           -----------------------------------

                                      -9-

EX-10.4

                                                                    EXHIBIT 10.4

                  AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT

      This Amendment Number One to Employment Agreement is entered into as of
the 24th day of April, 2008, by and between TD Ameritrade Holding Corporation
(the "Company") and T. Christian Armstrong ("Executive") (collectively referred
to as the "Parties").

      WHEREAS, Executive and Company entered into an Employment Agreement dated
May 23, 2006 (the "Employment Agreement"); and

      WHEREAS, Executive and Company desire to modify certain of the terms and
conditions of Executive's employment relationship, as originally provided
pursuant to the Employment Agreement;

      NOW, THEREFORE, in consideration of the promises made herein, the Parties
hereby agree as follows:

      (Capitalized terms shall have the meanings ascribed them in the Employment
Agreement)

      1. Termination of Employment. Executive's employment with the Company will
terminate on March 1, 2009, the expiration of the Initial Term (the "Termination
Date"), subject to receipt of Executive's written notice of non-renewal and
voluntary resignation at least sixty (60) days prior to the Termination Date.

      2. Position and Duties. Executive will continue in the same position and
perform the same duties as contemplated by Section 1(a) of the Employment
Agreement through the Termination Date or until such earlier date as may be
determined by the Company in its sole discretion in the event that the Company
earlier retains a replacement for Executive. In the event of such earlier
replacement date, Executive will, following conclusion of a mutually agreed
transition period, assume a modified advisory/special projects position
reporting to the Company's Chief Executive Officer and will remain in that
modified position from such earlier replacement date through the Termination
Date.

      3. Consideration. The Company agrees that Executive shall be entitled to
the following:

            (a) Base Salary. Executive will continue to receive the Base Salary
specified in Section 4(a) of the Employment Agreement through the Termination
Date, as well as all other applicable amounts contemplated by Section 7 of the
Employment Agreement as of the Termination Date.

            (b) Annual Incentive. Executive will continue to be eligible for the
Annual Incentive specified in Sections 4(b) of the Employment Agreement,
provided that (i) the Annual Incentive for the period beginning on October 1,
2008 shall be pro-rated, calculated based on the Target, through the Termination
Date; (ii) both the Annual Incentive for the current fiscal year and the
pro-rata Annual Incentive for the period beginning on October 1, 2008 shall be
paid entirely in cash; and (iii) the Annual Incentives shall be paid at the same
time as such other annual incentives are made to the Company's other executive
officers following the Termination Date and the completion of the applicable
performance period.

            (c) Annual Award. Executive will continue to be eligible for the
Annual Award contemplated by Section 4(c)(ii) of the Employment Agreement,
provided that (i) the Annual



Award for the period beginning on October 1, 2008 shall be pro-rated, calculated
based on the Target, through the Termination Date; (ii) both the Annual Award
for the current fiscal year and the pro-rata Annual Award for the period
beginning on October 1, 2008 shall be paid entirely in cash; and (iii) the
Annual Awards shall be paid at the same time as such other payments are made to
the Company's other executive officers following the Termination Date and the
completion of the applicable performance period.

            (d) Stock. Executive's vesting and settlement with respect to those
unvested equity awards outstanding as of the Termination Date shall continue to
be subject to all the terms and conditions of the Restricted Stock Unit
Agreements and Plan.

      Executive acknowledges that the foregoing consideration is subject to
execution of a separation and release agreement as further described in Section
9(a) of the Employment Agreement and Executive expressly agrees to sign and not
revoke a separation and release agreement, in substantially the form attached as
Exhibit A to the Employment Agreement, which separation and release agreement
will be provided to Executive on or before the Termination Date.

      4. Waiver of Additional Payments and Rights. Executive acknowledges,
understands and hereby agrees to waive any right to any additional compensation,
benefits, severance or any additional Annual Incentive and/or Annual Award,
other than that compensation, benefits, severance and pro-rata portion of the
Annual Incentive and Annual Award as specified in the Amendment, including
specifically any compensation or benefits as originally specified in Section 8
of the Employment Agreement. Executive also acknowledges, understands and hereby
agrees that neither the modification to his position prior to the Termination
Date contemplated by Section 2 of this Amendment nor the execution of this
Amendment shall be considered grounds to constitute Good Reason pursuant to
Section 8 of the Employment Agreement.

      Except as expressly amended and supplemented hereby, the Employment
Agreement shall remain in full force and effect. In the event of any conflict
between the terms and conditions of this Amendment and the terms and conditions
of the Employment Agreement, this Amendment shall prevail.

      IN WITNESS WHEREOF, the Parties have executed this Amendment on the
respective dates set forth below:

                                   TD AMERITRADE HOLDING CORPORATION

Dated:  April 24, 2008             By: /s/ K. GANZLIN
                                       ------------------------------------
                                   Name: K. Ganzlin
                                   Title: Chief Human Resources Officer

                                   T. Christian Armstrong, an individual

Dated:  April 24, 2008             /s/ T. CHRISTIAN ARMSTRONG
                                   -----------------------------------------

EX-15.1

                                                                    EXHIBIT 15.1

        AWARENESS LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
TD AMERITRADE Holding Corporation

We are aware of the incorporation by reference in the Registration Statements
(Numbers 333-132016, 333-105336, 333-99481, 333-99353, 333-86164 and 333-77573
on Form S-8, Number 333-87999 on Form S-3 and Post Effective Amendment No. 1 to
Registration Statement Number 333-88632 on Form S-3 to Form S-4) of TD
AMERITRADE Holding Corporation of our report dated August 7, 2008 relating to
the unaudited condensed consolidated interim financial statements of TD
AMERITRADE Holding Corporation that are included in its Form 10-Q for the
quarter ended June 30, 2008.

                                             /s/ ERNST & YOUNG LLP

Chicago, Illinois
August 7, 2008

EX-31.1

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Joseph H. Moglia, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of TD AMERITRADE
      Holding Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and have:

      (a)   Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

      (b)   Designed such internal control over financial reporting, or caused
      such internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

      (c)   Evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      (d)   Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, the registrant's internal control over
      financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors:

      (a)   All significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.

Date: August 8, 2008

                                       /s/ JOSEPH H. MOGLIA
                                       ----------------------------------------
                                       Joseph H. Moglia
                                       Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, William J. Gerber, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of TD AMERITRADE
      Holding Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and have:

      (a)   Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

      (b)   Designed such internal control over financial reporting, or caused
      such internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

      (c)   Evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      (d)   Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, the registrant's internal control over
      financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors:

      (a)   All significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.

Date:  August 8, 2008

                             /s/ WILLIAM J. GERBER
                             ----------------------
                             William J. Gerber
                             Executive Vice President, Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      The undersigned hereby certify that the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008 filed by TD AMERITRADE Holding Corporation with
the Securities and Exchange Commission fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that
information contained in the report fairly presents, in all material respects,
the financial condition and results of operations of TD AMERITRADE Holding
Corporation.

Dated:  August 8, 2008                  /s/ JOSEPH H. MOGLIA
                                        --------------------
                                        Joseph H. Moglia
                                        Chief Executive Officer

Dated:  August 8, 2008                  /s/ WILLIAM J. GERBER
                                        ---------------------
                                        William J. Gerber
                                        Executive Vice President,
                                        Chief Financial Officer